SECTION 1 NAME
The name of this corporation is “ NAMI Northeast Iowa“ hereafter referred to as “Corporation”. NAMI Northeast Iowa acknowledges that the National Alliance on Mental Illness controls the use of the name, acronym and logo of “NAMI” and that use shall be in accordance with National Alliance on Mental Illness’s policy, and that upon termination of affiliation with National Alliance on Mental Illness, the use of these names, acronyms and logo by NAMI Northeast Iowa shall cease.
Within 30 days of termination, NAMI Northeast Iowa shall change its name to reflect that it is no longer affiliated with National Alliance on Mental Illness.
SECTION 2 LOCATION
The office of NAMI Northeast Iowa is located at 119 Winnebago Street in the city of Decorah, Winneshiek County, Iowa.
SECTION 3 NON PROFIT STATUS
The Corporation is a non-profit corporation organized pursuant to current non-profit laws of Iowa. Notwithstanding the foregoing, however, the Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to corporations that qualify as exempt organizations under section 501(C) (3) of the Internal Revenue Code, or corresponding section of any future United States Internal Revenue tax code.
SECTION 4 CORPORATE PURPOSE
The Corporation is specifically organized to support, educate, and increase the public awareness of the facts about mental illness, to educate the community, and to improve available resources to persons and families with mental illness.
The NAMI Northeast Iowa mission statement is as follows. NAMI Northeast Iowa exists to provide support, education, and advocacy for all people affected by mental illness in our member counties. We work collaboratively with our state and national affiliates and with other stakeholders to improve the quality of life for individuals and communities.
SECTION 5 PRINCIPAL OFFICE
The principal office of the Corporation in the state of Iowa shall be located in the city of Decorah, Iowa, in the county of Winneshiek. The Corporation may have other offices, either within or outside the state of Iowa, as the Board of Directors may determine or as the affairs of the Corporation may require.
SECTION 6 REGISTERED OFFICE
The Corporation shall have and continuously maintain in the state of Iowa a registered office, and a registered agent, whose office is identical with the registered office, as required by the Revised Iowa Nonprofit Corporation Act, Iowa
Code section 504.501. The registered office may be, but not need be, the same as the principal office in the state of Iowa, and the address of the registered office or the registered agent at the registered office, or both, may be changed from time to time by the Board of Directors.
SECTION 7 FISCAL YEAR
The fiscal year of NAMI Northeast Iowa shall begin on January 1 of each year and end on December 31.
SECTION 1 MEMBERSHIP
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.
Membership with NAMI Northeast Iowa includes membership with NAMI Iowa and NAMI. Members accept the mission of NAMI, NAMI Iowa and NAMI Northeast Iowa and pay annual dues. Membership lasts for the term of the dues payment. Members elect the Board of Directors.
The records of this corporation shall be the sole and conclusive evidence of who are Members and as to who shall have the right to vote at any meeting of the Members.
SECTION 2 DUES
- Annual Dues. The NAMI Board of Directors may determine the amount of initial fees, if any, and annual dues payable to the corporation by members of each class.
- Payment of Dues of becoming a Member. Dues shall be payable in advance of the anniversary date.
Members may become members through an "Open Door" policy that allows for a reduced dues payment. "Open Door" Members are defined by income or economic necessity, at the discretion of the Affiliate member or State Organization. "Open Door" Members shall have all the rights and privileges of members who pay full dues.
SECTION 3 ANNUAL MEETINGS
There shall be an Annual Meeting of the members held before the end of each year at a time, date, and place prescribed by the President of the corporation. Members will be informed of the date and time and place of the meeting at least ten (10) days, but not more than 60 days, prior if notified by first class or registered mail or electronic notification or at least thirty (30) days prior if notice is mailed by other means. The meeting notice shall include a description of any matter which must be considered for approval by the members. Only matters described in the meeting notice may be voted upon unless one-third of the votes entitled to be cast are present for a membership meeting.
SECTION 4 REGULAR MEETINGS
Members may convene for regular meetings throughout the year at a time, date, and place prescribed by the President of the corporation. Members will be informed of the date and time and place of the meeting at least ten (10) days, but not more than 60 days, prior if notified by first class or registered mail or electronic notification or at least thirty (30) days prior if notice is mailed by other means. The meeting notice shall include a description of any matter which must be considered for approval by the members. Only matters described in the meeting notice may be voted upon unless one-third of the votes entitled to be cast are present for a membership meeting.
SECTION 5 SPECIAL MEETINGS
The Board of Directors, or (50%) of members having voting rights, may call a special meeting at the time, date and location of their choice. Members will be informed of the date and time and place of the meeting at least ten (10) days, but not more than 60 days, prior if notified by first class or registered mail or electronic notification or at least thirty (30) days prior if notice is mailed by other means. The meeting notice shall include a description of the purpose for which the meeting is called.
SECTION 6 WAIVER OF NOTICE
- Any member may waive any notice required by law or these bylaws if in writing and signed by any member entitled to such notice, whether before or after the date and time stated in such notice. Such a waiver shall be equivalent to notice to such member in due time as required by law or these bylaws. Any such waiver shall be delivered to the Corporation for inclusion in the minutes or filing with the corporate records.
- A member’s attendance at a meeting, in person or by proxy, waives:
- objection to lack of notice or defective notice of such meeting, unless the member at the beginning of the meeting or promptly upon the member’s arrival objects to holding the meeting or transacting business at the meeting,
- objection to consideration of a particular matter at the meeting
that is not within the purpose of purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
SECTION 7 RECORD DATE
The board of directors, may fix, in advance, a date as the record date for any determination of members for any purpose, such date in every case to be not more than seventy (70) days prior to the date on which the particular action or meeting requiring such determination of members is to be taken or held. If a record date is not fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of the meeting. When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board of directors selects a new record date or unless a new record date is required by law.
SECTION 8 QUORUM AND ACTION
One percent of the members shall constitute a quorum for any meetings at which a vote is to be taken. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting without further notice. If quorum exists, action on a matter is approved if the votes cast by the members favoring the action exceed the votes cast opposing the action, unless a greater number is required by law.
SECTION 9 BALLOT VOTING
An action based on a written ballot may be taken provided the number of votes cast meets the quorum and number of approvals meets the majority of the quorum.
SECTION 10 INFORMAL ACTION BY MEMBERS
Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signed by at least eighty (80) percent of the members entitled to vote with respect to the subject matter of the action. The member consent may be transmitted electronically. Written notice of member approval must be given to all members who have not signed the written consent. If written notice is required, member approval shall be effective ten days after such written notice is given. A written consent may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of unrevoked written consents sufficient in number to take the corporate action.
SECTION 1 QUALIFICATIONS
The Board of Directors shall be comprised of members in good standing of NAMI Northeast Iowa. The Board of Directors shall establish the policies of NAMI Northeast Iowa and have the power of the Corporation between meetings of the Corporation’s membership unless otherwise specified in the Articles of Incorporation or these ByLaws.
SECTION 2 NUMBER OF BOARD MEMBERS
The Board of Directors shall be composed of no less than five and no more than eleven individuals.
SECTION 3 TERM OF OFFICE
The term of office of directors is three (3) years. Directors may not serve more than three (3) consecutive full terms.
SECTION 4 NOMINATION PROCESS
Each year the President shall appoint a Board Nominating Committee.
Nomination for directors shall be submitted by members in writing to the Board Nominating Committee not less than ten (10) days prior to the Annual Meeting.
The recommendations of the Board Nominating Committee shall be submitted to the general membership at least seven (7) days prior to the Annual Meeting.
Election of Board members shall be conducted in conjunction with the Annual Meeting.
SECTION 5 GENERAL POWERS
Subject to the provisions of the Iowa State Non-profit 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.
The Board of Directors is responsible for overall policy and direction of NAMI Northeast Iowa. The members of the Board of Directors shall receive no compensation, but may be reimbursed for reasonable expenses incurred in service to the organization as approved by a majority of the Board members.
SECTION 6 CONFLICT OF INTEREST
All Board of Director members are required to sign the NAMI Conflict of Interest disclosure form annually. Failure of new or current Board of Director members to sign this form within ninety (90) days of receipt shall result in automatic dismissal from the Board of Directors.
SECTION 7 REGULAR MEETINGS
In addition to the 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.
SECTION 8 SPECIAL MEETINGS
Special meeting of the Board of Directors may be called by or at the request of the President or any director. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the state of Iowa, as the place for holding any special meeting of the Board called by them.
SECTION 9 NOTICE
Notice of any meeting of the Board of Directors shall be given at least seven (7) days prior to the meeting through in-person, telephone, first class mail or other electronic means of notification. Any director may waive notice of any meeting.
The attendance of a director at any meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of the meeting, unless specifically required by these bylaws.
SECTION 10 PLACE OF MEETINGS
The Board of directors may hold their meeting at such place or places within or outside the State of Iowa, as the Board may from time to time determine. A director may participate in any meeting by any means of communication, including, but not limited to telephone or video conference call, by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
SECTION 11 QUORUM
A majority of the Board of Directors shall constitute a quorum for the transaction of business; but if less than a majority of directors are present at the meeting, a majority of the directors present may adjourn the meeting without further notice.
SECTION 12 MANNER OF ACTING
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
SECTION 13 INFORMAL ACTION BY DIRECTORS
Any action required to be taken at a meeting of Board of Directors, or any action which may be taken by the Board of Directors, may be taken without a meeting and without voting, if all of the directors sign a consent in writing, setting forth the action taken.
SECTION 14 REMOVAL
Board members must attend or be excused. Any Board member who shall have been absent from two (2) consecutive regular meetings of the Board of Directors without being excused as determined by the Board of Directors shall automatically vacate the seat on the Board of Directors, and the vacancy shall be filled as provided by these Bylaws; however, the Board shall consider each absence of a Board member as separate circumstances and may expressly waive such absences by a two-thirds vote of the members present at that meeting. Board members who are unwilling or unable to fulfill the duties required of them will be subject to dismissal by two-thirds vote of the Board members present at a Board meeting.
SECTION 15 RESIGNATION
Any director, member of a committee or officer may resign at any time by filing a written resignation with the President or the Secretary. Resignation is effective at the time specified in the resignation or, if no time is specified, when it is received by the President or Secretary. Acceptance of a resignation is not necessary to make it effective. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
SECTION 16 VACANCIES
Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors. A director so elected shall be elected for the un-expired term of his or her predecessor in office, or for the full term of the new directorship, as the case may be, and until his or her successor is elected and has qualified. If a director ceases to be a director, the vacancy may be filled by the Board, in absence of a contrary provision in the Articles or Bylaws.
SECTION 1 OFFICERS
The officers of the Corporation shall be a President, a Vice-President, a Secretary, and a Treasurer, and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint the other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it may deem desirable, to have the authority and perform the duties prescribed by the Board of Directors. The same director may hold any two or more offices. The officers shall be members of the Board of Directors.
SECTION 2 ELECTION AND TERM OF OFFICE
The Board of Directors shall elect the officers of the Corporation at the first meeting following the Annual Meeting of the Members. If the election of officers is not held at such meeting, it shall be held as soon thereafter as is convenient.
New offices may be created and filled at any meeting of the Board of Directors.
Each officer shall hold office until his or her successor is elected and has qualified, or until his or her death, resignation or removal.
SECTION 3 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 Northeast Iowa . The Executive Director shall provide leadership and exercise such authority and perform such duties as the President, on behalf of the Board of Directors, may assign.
SECTION 4 RESIGNATION AND REMOVAL
Any officer, agent or employee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in their judgment the best interests of the Corporation would be served by his or her removal, by removal does not prejudice the contract rights, if any, of the person removed. Election or appointment of an officer or agent does not of itself create contract rights. Further, an officer may resign at any time by delivering notice to the Corporation.
SECTION 5 DELEGATION OF AUTHORITY
To the full extent allowed by law, the Board of Directors may delegate to any officer any powers possessed by the Board of Directors.
SECTION 6 PRESIDENT
The president shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation.
The President shall preside at all meetings of the members and of the Board of Directors. The president may sign, with the secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the signing and execution shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors.
SECTION 7 VICE-PRESIDENT
In the absence of the President or in event of the President’s inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as may be assigned by the President or by the Board of Directors.
SECTION 8 SECRETARY
The Secretary shall keep the minutes of the meetings of the Board of Directors; see that all notices are given in accordance with the provisions of these Bylaws or as required by law but if the Secretary is absent, or refuses or neglects to give such notice, any notice may be given by any person who is directed to give notice by the President, or by the directors upon whose requisition the meeting is called as provided by these Bylaws; be custodian of the corporate records, and in general perform all duties incident to the office of Secretary and any other duties that the President or the Board of Directors assign to him or her.
SECTION 9 TREASURER
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source, and deposit all such moneys in the name of the corporation in such banks in accordance with the provisions of Article VI of these Bylaws, and in general perform all the duties incident to the office of Treasurer and such other duties as may be assigned to the Treasurer by the President or the Board of Directors.
SECTION 10 VACANCIES
A vacancy in any office may be filled by the Board if Directors for the unexpired portion of the term.
SECTION 1 COMMITTEES OF DIRECTORS
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees who shall have and exercise the authority to carry out the objectives of the corporation. The Board of directors shall approve all recommendations of the committees.
SECTION 2 EXECUTIVE COMMITTEE
The Executive Committee shall consist of the Officers of NAMI Northeast Iowa plus any additional Board members to be selected by majority vote of the Board of Directors between meetings of the Board of Directors. All proceedings of the
Executive Committee shall be presented to the Board of Directors at its next meeting for inclusion in the official minutes of the Board of Directors.
SECTION 3 TERM OF OFFICE
Unless otherwise provided in the resolution of the Board of Directors designating a committee, or by the President in appointing a committee member, each member of a committee shall continue as a member until the next annual meeting of the members of the Corporation and until his or her successor is appointed, unless the committee is terminated sooner, on unless the member is removed from the committee, or unless the member ceases to qualify as a member of the committee.
SECTION 4 VACANCIES
Vacancies in the membership of any committee may be filled by appointments by the Board of Directors.
SECTION 5 RULES
Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
SECTION 1 CONTRACTS
The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances.
SECTION 2 LOANS
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific circumstances.
SECTION 3 CHECKS, DRAFTS, ETC.
All checks, drafts or orders for the payment of money, notes or other evidences 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 may be determined by resolution of the Board of Directors. In the absence of a determination by the Board of Directors, the instruments shall be signed by the Treasurer of the Corporation.
SECTION 4 DEPOSITS
All funds of the Corporation shall be deposited to the credit of the Corporation in the banks or other depositories as the Board of Directors may select.
SECTION 5 GIFTS
The Board of Directors or the President may accept on behalf of the Corporation any contribution, gift, or bequest for the general purpose or for any special purpose of the Corporation.
SECTION 6 LOANS TO DIRECTORS AND OFFICERS PROHIBITED
No loans shall be made by the Corporation to the directors or officers.
SECTION 1 MAINTENANCE OF RECORDS
The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. The following records are to be kept at the principal office: articles, Bylaws, resolutions, minutes, list of names and address of current directors and officers, the most recent annual report delivered to the Secretary of State, and appropriate accounting records.
SECTION 2 INSPECTION OF RECORDS BY DIRECTORS
A director of the Corporation is entitled to inspect and copy the books, records, and documents of the Corporation to the extent reasonably related to the performance of the duties of a director as a director.
Whenever any notice is required to be given to any Director of the Corporation or to any member of a committee of the Corporation under the provisions of the Iowa Nonprofit Corporation Act or under the provisions of the articles of incorporation or Bylaws of the Corporation, a waiver of notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in the notice, shall be equivalent to the giving of notice.
Revisions or amendments may be proposed by any voting member, or by any Director. Any such proposed amendments shall be submitted in writing to a Bylaws Committee not less than ninety (90) days prior to the date of the next annual meeting, or special meeting. The Bylaws Committee may shorten the period of time required for such proposed amendments. Each voting member shall receive all proposed revisions or amendments to the Bylaws and notification that one of the purposes of the meeting is to consider the proposed amendment with the notice of the next annual meeting, or special meeting. A two-thirds majority of the voting power of the membership voting shall be required to amend the Bylaws.
The corporation shall have no seal.
NAMI Northeast Iowa 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.
NAMI Northeast Iowa shall be independent of other agencies and advocacy groups not affiliated with NAMI, and shall not share Bylaws, Articles of Incorporation, or Boards of Directors with such other groups.
In the event NAMI Northeast Iowa should be dissolved, distribution of its assets shall be made to NAMI Iowa if then in existence, for furtherance of its education, research, and advocacy objectives, otherwise to the National Alliance on Mental Illness.
The corporation shall indemnify a director for liability (as such term is defined in section 504.851(5) of the Revised Iowa Nonprofit Corporation Act) to any person for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) receipt of a financial benefit by a director to which the director is not entitled; (2) an intentional infliction of harm on the Corporation or the members; (3) a violation of the unlawful distribution provision of the Revised Iowa Nonprofit Corporation Act; or (4) an intentional violation of criminal law.
Without limiting the foregoing, the Corporation shall exercise all of its permissive powers as often as necessary to indemnify and advance expenses to its directors to the fullest extent permitted by law. If the Revised Iowa Nonprofit Corporation Act is hereafter amended to authorize broader indemnification, then the indemnification obligations of the Corporation shall be deemed amended automatically and without any further action to require, and advancement of funds to pay for or reimburse expenses of its directors and officers to the fullest extent permitted by law. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any indemnification obligations of the Corporation with respect to any state of facts existing at or prior to the time of such repeal or modification.