NAMI-Block Island Bylaws

Name

The name of the organization shall be NAMI BLOCK ISLAND.

Mission

NAMI BLOCK ISLAND is a nonprofit organization whose purposes are to bring mental health services to the island, to educate the public about mental illness in order to reduce stigma, and to provide support for families of persons with mental illness.

Definition and rights/privileges of membership

Members accept the mission of NAMI and NAMI BLOCK ISLAND and pay annual dues.

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.

NAMI Name

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

Within 30 days of termination, NAMI BLOCK ISLAND will change its name to reflect that it is no longer connected to NAMI.

Financial Parameters

Dues Dues are established by the Board of Directors of NAMI (National).
Fiscal Year The fiscal year shall begin on July 1 of each year and end June 30.

Board of Directors

Size The Board of Directors shall have at least 5 members and no more than 15 members.

Qualifications The Board of Directors shall be comprised of members in good standing of NAMI BLOCK ISLAND. The Board of Directors shall establish the policies of NAMI BLOCK ISLAND and shall have the power of the organization between meetings of the organization’s membership unless otherwise specified in the Articles of Organization, Articles of Incorporation or these Bylaws.

Term of office The term of office of directors is three (3) years. Directors may not serve more than two consecutive full terms.
The initial Board of directors will have one, two, and three year terms to establish rotation.

Nomination process Each year the President shall appoint a Board Nominating Committee comprised of three directors. Nominations for directors shall be submitted by members in writing to the Board Nominating Committee not less than 60 days prior to the Annual Meeting. The recommendations of the Board Nominating Committee shall be submitted to the Board of Directors at least 30 days prior to the Annual Meeting. Election of Board members shall be conducted in conjunction with the Annual Meeting of the Board.

NAMI-Block Island Bylaws

Board of Directors Cont.

Vacancies Vacancies that occur on the Board of Directors in between annual meetings shall be temporarily filled by an appointment of the Board of Directors. Directors serving in temporary appointments will be put to vote before the full membership at the next annual meeting

Removal Board members must attend or call in for every Board meeting or be excused. Any Board Member who shall have been absent from three (3) consecutive regular meetings of the Board of Directors without just cause as determined by the Board of Directors shall be asked to reconsider their commitment to NAMI BI and to resign if unable to commit to attendance. Board members who are unwilling or unable to fulfill the duties required of them and do not resign will be subject to dismissal by two-thirds (2/3) vote of the Board members present at a Board meeting.

General Powers Subject to the provisions of the Rhode Island State Nonprofit Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the members, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.

Conflict of Interest All Board members are required to sign the NAMI BLOCK ISLAND 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.

Directors’ Meetings

Annual The annual meeting of the NAMI BLOCK ISLAND Board of Directors shall be held in June of each year in conjunction with the annual meeting of the membership. The election of officers will take place at this meeting.

Regular In addition to their annual meeting, the Board of Directors shall hold no fewer than three regular meetings annually, the times and places to be designated by the President.

Special Special meetings of the Board shall be called upon the request of the President or one-third of the Board. Notices of special meetings shall be distributed by the Secretary to each Board member two weeks in advance of that meeting.

Quorum A majority of the Board of Directors then serving shall constitute a quorum at the annual meeting and at any regular or special meeting; and a majority of those present in either case shall have power to act in all matters. Absentee or proxy voting shall not be permitted.

Duties The Board of Directors is responsible for overall policy and direction of NAMI BLOCK ISLAND. The board receives no compensation other than for reasonable expenses incurred in service to the organization.

NAMI-Block Island Bylaws

Committees

The President shall appoint all standing committees as needed, subject to the approval of the Board. There shall be a Bylaws Committee for receipt and review of proposed amendments.

Officers

Election The election of officers shall take place at the board meeting immediately following the annual meeting at which new directors are elected to the board.
Officers shall be Board members.

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. 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.

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 Board. The Board 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.

Secretary The Secretary shall identify those present, record all votes taken and write a brief summary of issues discussed at 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.

Treasurer The Treasurer shall 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 Rhode Island.

Indemnification of officers, directors, employees, agents

The NAMI BLOCK ISLAND 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 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

NAMI-Block Island Bylaws

indemnitee. If any such suit or action results in a determination of bad faith, indemnitee shall reimburse NAMI BLOCK ISLAND for any advanced fees and costs.

Revision of amendments

Revision or amendments to the Bylaws may be proposed by any member or any director. Any such proposed revision or amendments shall be submitted in writing to the Bylaws Committee not less than ninety (90) days prior to the date of the next annual meeting. Each member shall receive in writing all proposed revisions or amendments to the bylaws not less than thirty (30) days prior to the next annual meeting of the members. Proposed revisions or amendments shall be presented by the Board of Directors to the membership at such next annual meeting. A two- thirds majority of the members voting shall be required to revise or amend the bylaws, provided a quorum is present.

Non- Discrimination

NAMI BLOCK ISLAND 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.

Dissolution

In the event NAMI BLOCK ISLAND should be dissolved, any assets remaining following the payment of debts and the satisfaction of liabilities shall be made to NAMI Rhode Island for tax exempt purposes in the furtherance of its education, research, and advocacy objectives.

Date of Bylaws Adoption and Amendment

These bylaws were adopted on January 15, 2014.