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Bylaws

Bylaws of

NAMI Piedmont

 

Mission

 

NAMI Piedmont has a mission to provide support, education, and advocacy for individuals living with a mental illness, their families, and their friends.

 

 

Purpose

 

The purposes for which NAMI Piedmont is organized are exclusively charitable and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law.

 

NAMI Piedmont will engage in any and all activities alone or in cooperation with other individuals or organizations, which may be useful or desirable in furthering the attainment of the mission stated above. Those activities may include, but will not be limited to, the following:  In addition to the NAMI Piedmont mission to support, educate, and advocate for individuals living with a mental illness and their families and friends, the Piedmont Region of Virginia will also receive the affiliate’s focus in understanding the aspects of mental illness through educational programs. presentations, and community involvement. This will be accomplished through advertisement of events, sharing of activities with other local mental health organizations/ providers, and conducting programs, meetings, and events open to all in need.

 

ARTICLE I

Organization

 

Section 1. Name

 

The name of the organization is NAMI (National Alliance on Mental Illness) Piedmont, hereinafter referred to as NAMI Piedmont.

 

Section 2. Affiliation

 

NAMI Piedmont is associated with NAMI Virginia and NAMI, the National Alliance on Mental Illness.  NAMI Piedmont shall be granted affiliate status by NAMI upon endorsement by the Board of Directors of NAMI Virginia, and shall retain such affiliate status through continued compliance with the Standards of Excellence.  NAMI Piedmont must have a minimum number of members as set forth by NAMI.

 

Section 3. Use of the NAMI Affiliate Name and Logo

 

NAMI Piedmont acknowledges that NAMI controls the use of the name, acronym and logo of NAMI and that use shall be in accordance with NAMI policy.  Upon termination of affiliation with NAMI, the uses of these names, acronyms and logos by NAMI Piedmont shall cease.

 

Section 4. Seal

 

The corporation may have a seal.

 

Section 5. Non-for-Profit Corporation Law

 

Wherever not otherwise provided by the Bylaws, the internal affairs of NAMI Piedmont shall be governed by the procedures established in the Nonstock Act of the Code of Virginia.

 

Section 6. Dispute Resolution

 

The Officers and Board of Directors shall be vested with authority to mediate disputes among and between Directors and members of the Affiliate, in accordance with guidelines set out by NAMI Virginia and NAMI.

 

Section 7. Organizational Independence

 

NAMI Piedmont is independent of other agencies and advocacy groups not affiliated with NAMI.  NAMI Piedmont will not share bylaws, articles of incorporation, or a board of directors with any other group.

 

 

 

Article II

Membership

Section 1. Definition

A member is any person who accepts the mission of NAMI, NAMI Virginia, and NAMI Piedmont and pays dues in the amount and manner established by NAMI.  A member may be one individual or a family of individuals living in one household that is counted as one for the purposes of paying dues and voting. A member, as defined above and used henceforth, shall always mean a member in good standing as of the record date. NAMI Piedmont members are also members of NAMI Virginia and NAMI.

 

Section 2. Dues

 

NAMI Piedmont will abide by the standardized dues structure as set forth by the national organization, NAMI.  This includes an “open door” membership option defined by income or economic necessity.  “Open door” members shall have all the same rights and privileges as members who pay full dues.

 

Section 3. Rights and Privileges

 

Any member in good standing as of the record date may participate in voting procedures to nominate and elect Officers and Board Members, as well as amend and adopt the Bylaws.

 

Section 4. Good Standing

 

For purposes of determining a member’s right to vote, a member in “good standing” shall be defined as one in which the annual dues of the member have been received during the twelve (12) months preceding the record date for NAMI Piedmont.

 

ARTICLE III

Finance

 

Section 1. Dues

 

Individuals pay a single amount, determined by NAMI, for joining or renewing their membership.  The date of that payment becomes the anniversary date for their membership.  If a membership is not renewed by an anniversary date, the membership will lapse and voting rights and other privileges and benefits of membership will be suspended until the individual renews.

 

Section 2. Dues Sharing

 

Dues received are shared between NAMI, NAMI Virginia, and the affiliate to which the member belongs. The standard proportion of dues payment shared by NAMI Virginia and NAMI Piedmont will be determined by NAMI Virginia with input from NAMI Piedmont. The NAMI share is determined by the NAMI Board. The NAMI and NAMI Virginia shares of any dues collected by an affiliate must be paid to those entities monthly.

 

 

 

    ARTICLE IV

Membership Meetings and Elections

 

Section 1. NAMI Piedmont Meetings

 

NAMI Piedmont Monthly Meetings shall be held the first Wednesday of each month. The purpose of these meetings are to inform membership about business matters, vote on expenses which exceed the Board of Directors’ permission to spend, and to obtain membership participation in affiliate activities. NAMI Piedmont Board of Directors Meetings shall be held four times per year, unless otherwise specified by the Board of Directors.  Membership will be informed about these meeting dates.

 

 

Section 2. Special Meetings

 

Special meetings may be called by the President, by a written request with the stated purpose signed by at least one-half of the Board of Directors, or by 50% of members.

 

No business shall be transacted at special meetings except as stated in the notice of the meeting.  Written notices or special meetings shall be mailed or sent via electronic communication not less than thirty (30) days prior to the meeting.

 

Section 3. Elections

 

NAMI Piedmont shall hold elections for the offices of President, Vice-President, Secretary, Treasurer, and Board of Director Members at the Annual May NAMI Piedmont Monthly Meeting. Dues paying members in good standing are eligible to vote in this election.

 

Section 4. Record Date

 

The record date for determining members who are eligible to receive notice of the annual or special meeting of the membership, to vote, and to otherwise take action, shall be thirty (30) days prior to the annual or special meeting unless the Officers and Board of Directors adopt by resolution an alternate record date.

 

Section 5. Quorum

 

A quorum shall be established if either 20% of the membership is in attendance or 10% of the mail-in ballots are returned.

 

 

 

Section 6. Voting Process

 

Votes cast by NAMI Piedmont members in good standing as of the record date shall be by official secret ballot in person or by mailed ballot provided by NAMI Piedmont.  Each member shall cast one vote.

 

A majority of the votes cast by members shall, except where otherwise required by law, by the Articles of Incorporation, or by these Bylaws, decide any issue brought before any regular or special meeting or by mailed ballot.

 

 

 

ARTICLE V

Board of Directors

 

Section 1. Composition

 

The Board of Directors shall consist of up to nine (9) board members, including the four (4) elected NAMI Piedmont Officers. All members of the Board of Directors will be elected by membership at the Annual NAMI Piedmont May Monthly Meeting Election.

 

Section 2. Qualifications

 

The Board of Directors shall be NAMI Piedmont members in good standing and be willing to serve/fulfill their duties and elected term(s).

 

Section 3. Nominations

 

The first Directors shall consist of those persons named in the Articles of Incorporation.  Nominations for all other Directors shall be made by the members according to procedures developed by the Board of Directors.

 

Section 4. Terms of Office

 

Term of office for each elected NAMI Piedmont Officer will be three (3) years. Directors of the Board are elected and their term is for two (2) years. Officers and Directors may serve no more than two (2) consecutive full terms and then must rotate off for a period of two (2) years. The term of any Officer or Director shall be extended, if necessary, until his or her successor is duly elected.  No immediate family members (immediate family members include any spouse, child, sibling, grandparent, or other such family member) may serve as a Director at the same time. No employees or family members of employees of NAMI Piedmont shall serve on the Board of Directors as a member. Board members shall rotate in such a manner so that the term of only one third of the Board expires each year.  Any member of the Board of Directors may resign at any time by delivering written notice to the President of NAMI Piedmont.

 

Section 5. Start of Term

 

New Officers and Directors will assume office immediately after notification of the results of the election.

 

Section 6. Vacancy of Officers

 

In the case of the vacancy of the Vice-President, Secretary, or Treasurer, the Board of Directors shall vote on a replacement, who shall serve until the next Annual NAMI Piedmont May Monthly Meeting Election.  In case of the vacancy of the President, the Vice-President will assume the duties of that position until the next Annual NAMI Piedmont May Monthly Meeting Election.

 

Section 7.  Vacancy of Board of Directors

 

In case of the vacancy of one or more of the regular members of the Board of Directors, the Board of Directors shall select the person or persons, who shall fill the vacancy or vacancies until the next Annual NAMI Piedmont May Monthly Meeting Election.

 

Section 8. Removal of a Director

 

Any Director who has two (2) absences from scheduled Board of Directors meetings within a twelve (12) month period, and who has not notified nor been excused by the President for those meetings, shall be removed from office.

 

A Director may be removed with or without cause at a meeting of the membership.  The meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the Director.  A Director may be removed by a majority vote of a quorum of the membership at a duly noticed meeting.

 

Section 9. Leave of Absence

 

A Director who is unable to attend Board meetings for a period of time due to illness may request a leave of absence from the Board. Such a request shall be made of the President who will bring it to the Board for approval.

 

 

 

 

 

ARTICLE VI

Directors’ Meetings

 

Section 1. Regular Meetings

 

The Board of Directors shall meet at least four (4) times per year at such time and place as the Board of Directors select.  Written notice, which shall not require the purpose of the particular meeting to be noted, shall be mailed or sent via electronic communication to each member of the Board of Directors not less than two (2) weeks prior to the meeting.  Meetings of the Directors and/or Committees may be held by teleconferencing or other similar communications equipment, provided that all the members participating can hear and speak to each other simultaneously.

 

 

Section 2. Special Meetings

 

Special meetings may be called by the President or by written request of at least five (5) Officers and Directors.  Members of the Board of Directors shall be notified about the meeting and its purpose in writing not less than fourteen (14) days prior to the meeting.  The time, place, and purpose of the meeting shall be stated in the notice.

 

Section 3. Meeting Agenda

 

A published agenda shall be the order of business for all Board of Directors meetings.

 

Section 4. Quorum

 

The meeting must be attended by at least fifty percent (50%) of the Board of Directors who are eligible to vote in order to constitute a quorum for the purpose of conducting the business of the organization; and a majority of those present shall have power to act in all matters, except as specifically provided to the contrary elsewhere in these Bylaws.

 

Section 5. Governing Powers

 

The Board of Directors shall have the power and duty to establish policy, adopt budgets, and other powers and duties necessary or appropriate for the administrative affairs of NAMI Piedmont.  The Directors may perform all such acts as are not designated to be done by the entire membership, or prohibited by law, the Articles of Incorporation, or the Bylaws.

 

 

 

Section 6. Duties

 

In addition to the responsibilities vested in them by these Bylaws, the officers and directors shall be vested with the responsibility to execute the mission of the organization.  It shall be the continuing responsibility of the Board of Directors to evaluate the overall function of the organization to ensure that the purposes are being adequately served.

 

All Board Members are expected to be supporters of the organization—to attend and participate in meetings, to contribute financially to the extent possible, and to make investments of their time and their talents.

 

The Board of Directors shall have the final authority to resolve the interpretation of any conflicts or ambiguities in the Bylaws.

 

Section 7. Voting

 

All matters voted by a simple majority of the Board during a regular or special meeting in which a quorum is present are considered to be final. All votes shall be recorded in the minutes.

 

 

 

ARTICLE VII

Officers

 

Section 1. Designation

 

The Officers of NAMI Piedmont shall be: President, Vice-President, Secretary, and Treasurer.  Officers may hold only one office at a time.  Officers shall hold their offices for three years.

 

Section 2.  Elections

 

The Officers will be elected by the NAMI Piedmont Membership at the Annual NAMI Piedmont May Monthly Meeting Election. They will assume their position at the conclusion of the meeting. The term of any officer may be extended, if necessary, until his or her successor is duly elected.

 

 

 

 

Section 3. Duties of Officers

 

 

President: The President acts as NAMI Piedmont’s Executive Director and shall have the authority for the general supervision of NAMI Piedmont. The President shall appoint and oversee committees and assure that the organization’s objectives are executed in the best possible manner. The President will also set both the Board of Director’s and the NAMI Piedmont Monthly Meeting agenda and preside over both meetings.

 

Vice-President: The Vice President shall succeed in the presidency in case of a vacancy in that office and shall perform the duties of the President in the President’s absence or disability.  The Vice President shall aid the President in the performance of such duties as may be assigned by the President.

 

Secretary: The Secretary shall take minutes of both the Board of Director and NAMI Piedmont Monthly Meetings. These minutes will become available for preview at the following meetings. The Secretary will also be responsible for correspondence needed between NAMI Piedmont and outside entities.

 

Treasurer: The Treasurer shall have the responsibility for all monies, securities and other valuable properties of NAMI Piedmont.  He or she shall ensure that a full and accurate account of receipts and disbursements is kept in records. A detailed Treasurer’s Report, with the bank statement available, will be presented at every NAMI Piedmont Monthly Meeting, unless the meeting falls on the first day of the month. In this case, the following month’s report will include both the previous and current month’s information and bank statements.

 

 

 

 

ARTICLE VIII

Executive Director

 

The Board of Directors may choose to employ an Executive Director to run the day-to-day operations of NAMI Piedmont.

 

 

 

 

 

 

 

 

 

ARTICLE IX

Committees

 

Section 1. Structure

 

The Officers and Board of Directors may create and dissolve committees as needed.  These may include committees such as nominating, membership, resource development, public relations, etc.  The President appoints all committee chairs and oversees all committees except the nominating committee.  Committee chairs are not required to be current Board of Director Members, with the exception of the nominating committee.

 

Section 2. Financial Committee

 

The Financial Committee shall consist of the President, Treasurer, and one at large member of the Board of Directors to be selected by a majority vote of the Board of Directors. This committee will exercise the need to spend NAMI Piedmont affiliate funds not to exceed $100.00 (one hundred dollars) per month. These expenditures and their specific purpose shall be recorded in the Treasurer’s Report at the following NAMI Piedmont Monthly Meeting, which is presented at each meeting, and placed in the minutes at the following Board of Director’s Meeting. The Board of Directors must approve by majority vote any expenditures which the Financial Committee or Directors have a need to spend, not to exceed $500.00 (five hundred dollars) per month. This expenditure must be recorded in the Board of Director’s Minutes and presented in the following NAMI Piedmont Monthly Meeting Treasurer’s Report, which is presented at each meeting. Any expenditure request exceeding $500.00 (five hundred dollars) per month must be approved by a majority vote of the dues paying NAMI Piedmont members in good standing in attendance at the next NAMI Piedmont Monthly Meeting.

 

Section 3. Nomination Committee

 

Each year the President shall appoint a Nominating Committee comprised of three (3) Directors.  Nominations for Officers and Directors shall be submitted by members in good standing, in writing, to the Nominating Committee not less than sixty (60) days prior to the Annual NAMI Piedmont May Monthly Meeting Election. The recommendations of the Nominating Committee shall be submitted to the general membership at least thirty (30) days prior to the Annual NAMI Piedmont May Monthly Meeting Election.

 

 

 

 

 

ARTICLE  X

Finances

 

Section 1. Fiscal

 

The fiscal year shall begin on January 1 and end on December 31 annually unless otherwise voted and approved by the Board of Directors.

 

NAMI Piedmont shall produce an annual financial report consisting of an official review of a compilation of the affiliate’s financial records.

 

 

Section 2. Contracts

 

The President and Treasurer, as agents of NAMI Piedmont, may enter into any contract or execute and deliver any instrument in the name of and on behalf of NAMI Piedmont.

 

Section 3. Checks

 

All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of NAMI Piedmont shall be signed by Officers.  Payments should not exceed forty five (45) days of due date.

 

Section 4. Deposits

 

All funds of NAMI Piedmont shall be timely deposited to the credit of NAMI Piedmont in such bank, trust companies, or other depositories as the Officers and Board of Directors may select.

 

Section 5. Contributions

 

The Officers and Board of Directors may accept on behalf of NAMI Piedmont any contribution, gift, bequest, or donation for the general purpose or for any special purpose of NAMI Piedmont.  Any contribution, gift, bequest, or donation shall be placed in general funds unless otherwise stipulated, and shall be dispersed by NAMI Piedmont through normal budget authorizations.  The Officers and Directors may not accept personal donations except cases in which refusing the personal donation would cause undue rejection of the donating party; in cases such as these, the officer or director should kindly accept the personal donation, respectfully, then determine if there is any possible way to use that donation in the affiliate.

 

 

 

 

ARTICLE XI

Records

NAMI Piedmont shall keep correct and complete books and records of accounts, and shall keep minutes of proceedings of its Board of Directors and committees.

 

 

 

 

 

 

ARTICLE XII

Non-Discrimination

 

Neither NAMI Piedmont nor its Officers and Board of Directors shall discriminate against any person or group of persons on the basis of race, ethnicity, creed, culture, national origin, faith, disability, gender, gender identity, sexual orientation, religion, socio-economic status, age, or lived experience, in requirements of membership, its policies or actions.

 

 

ARTICLE XIII

Conflict of Interest

 

All Officers and Board members are required to sign the NAMI Piedmont 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.

 

ARTICLE XIV

Indemnification of Directors & Officers

 

NAMI Piedmont’s officers and directors shall be indemnified to the fullest extent provided by law for actions taken in service to the organization, except for any action determined by the Officers and Board of Directors to have been taken in bad faith.  The Officers and Board of Directors have the authority to indemnify any employees and agents of the organization to the fullest extent provided by law for action taken in service to the organization, except for any action determined by the Board of Directors to have been taken in bad faith.

 

 

 

 

 ARTICLE XV

Amendments & Revisions

 

Section 1. Revision or Amendments to Bylaws

 

Any NAMI Piedmont member may propose revisions or amendments.  Any such proposals should be submitted to the Secretary in writing not less than sixty (60) days prior to the date of the next annual election or special meeting of the membership.  All proposed revisions or amendments shall be reviewed and commented on by the Board of Directors, then communicated with the membership for a vote.  All revisions shall be vetted to ensure alignment with NAMI Bylaws and Standards for Excellence. A two thirds (2/3) majority of the members in good standing casting votes shall be required to revise or amend the Bylaws, provided a quorum is present.  Amendments and/or revisions to the NAMI Piedmont Bylaws shall become effective immediately after the meeting in which such amendments and/or revisions are approved.

 

Section 2. Amendments to the Articles of Incorporation

 

Amendments to the Articles of Incorporation may be recommended to the members by a resolution of the Officers and Board of Directors.  A vote of two thirds (2/3) of the member’s casting votes at an annual or special meeting shall be required to amend the Articles of Incorporation.  Upon adoption of such changes, the Officers and Board of Directors shall be charged with filing the proper paperwork with both the VA State Corporation Commission and the Federal Internal Revenue Service in order to properly effectuate such changes.

 

 

 

ARTICLE XVI

Dissolution

 

Upon the dissolution of NAMI Piedmont, its governing body shall, after paying or making provisions for the payment of all of the liabilities of the organization, distribute its assets to one or more other non-profit corporations that are described in Section 501(c)(3) of the Internal Revenue Code and share the same or similar purposes, according to the procedures outlined by the Virginia State Corporation Commission.

 

After paying all debts and liabilities NAMI Piedmont, upon the dissolution of their affiliate, assign their remaining funds, evenly, between  NAMI Virginia to be designated for NAMI Signature Programs and Rappahannock-Rapidan Community Services (RRCS) to be designated towards mental health programs.

 

 

ARTICLE XVII

Parliamentary Authority

 

Parliamentary authority shall be based on the current edition of Robert’s Rules of Order—Newly Revised, so long as they do not conflict with existing Bylaws.

 

 

CERTIFICATION

 

These Bylaws were approved by two-thirds (2/3) vote of the members casting votes at a meeting of the NAMI Piedmont membership held on July 11, 2018.

 

 

 

______________________

Kathleen A. Weigel, President

 

______________________

Sarah Robinson, Secretary

 

 

 

(Once approved, these Bylaws will be signed by the Officers indicated above.)

 

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