Article V
ARTICLE V.
BOARD OF DIRECTORS
Section 1. Powers.
(a) General Corporate Powers. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, the corporation's activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.
(b) Specific Powers. Without prejudice to the general powers set forth in subsection (a) above, but subject to the same limitations, the directors have the following powers. Unless expressly stated that the directors “shall” do an act listed below, all powers are exercised, or not, in the Board’s sole discretion.
(1) Policies. Adopt policies, rules and procedures for the management and operation of the corporation.
(2) Administration. Retain an individual employee or consultant, or a management firm, to administer the day-to-day activities of the corporation. An individual retained pursuant to this authority shall be known as the Executive. The Board may also employ, retain, or authorize the employment of such other employees, independent contractors, agents, and legal counsel as it from time to time deems necessary or advisable in the interest of the corporation, prescribe their duties and fix their compensation.
(3) Bonds. May require officers, agents, and employees charged by the corporation with responsibility for the custody of any of its funds or negotiable instruments to give adequate bond.
(4) Borrowing money. Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation's purposes, in the corporation name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, liens, and other evidences of debt and securities.
(5) Gifts. Receive and accept gifts, devises, bequests, donations, annuities, and endorsements of real and personal property, and use, hold and enjoy the same, both as to principal and income, and to invest and re-invest the same or any part thereof for the furtherance of any objects, interests or purposes of this corporation.
(6) Contributions. Make such contributions as the Board determines are necessary and advisable in furtherance of the interests and purposes of this corporation.
(7) Fiscal Year. Fix and change the fiscal year of the corporation.
(8) Seal. Adopt and use a corporate seal provided that the name of the corporation and the state are shown on it. The seal may be affixed to such instruments as the Board shall direct. However, the lack of a corporate seal shall not, by itself, affect the legality of any document executed on behalf of the corporation.
(9) Contracts. Enter into contracts and agreements with individuals and with public and private entities for the advancement of the purposes for which the corporation is organized.
(10) Property. Acquire, construct and possess real, personal, and intellectual property.
(11) Bank Accounts and Special Funds. Establish one or more bank accounts and/or special funds in order to accomplish and further the purposes of the corporation.
(12) Committees. Appoint committees as provided in these bylaws.
(13) Ex officio members of the Board. Appoint any number of non-voting ex officio directors who the Board believes will make a contribution to the activities and operation of the corporation. Ex officio directors shall serve at the pleasure of the Board in an advisory capacity only and shall not have any of the rights or obligations applicable to voting directors under the law or these bylaws.
(14) Other entities. Create and support subsidiary or related entities, including but not limited to education and research foundations, which the Board believes will enhance the purposes of the corporation or serve the needs and goals of the members.
(15) Other. Do and perform all acts and exercise all powers incidental to, or in connection with, or deemed reasonably necessary for the proper implementation of the purposes of the corporation.
Section 2. Number and Qualification of Directors.
(a) Authorized Number and Qualifications. The Board shall consist of between five (5) and fifteen (15), the exact number to be determined by resolution of the Board from time to time. Directors must be individuals dedicated to the purposes of this corporation as set forth above.
(b) Restriction on Interested Persons as Directors. No more than 49% of the persons serving on the Board may be "interested persons". An "interested person" is:
(i) any person compensated by NAMI for services rendered to it within the previous twelve months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and
(ii) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.
Section 3. Election and Term of Office. At each annual meeting of the members beginning in October 2006 (or by written ballot in accordance with Section 20 of Article IV above), the members shall nominate and elect directors to available positions. New Directors will begin their terms January 1st immediately following the October election. Directors shall serve for a term of two (2) years and until a successor has been elected and seated. There is no limit on the number of consecutive terms a director may serve if he or she remains qualified and willing to serve.
Section 4. Removal of Directors. A director may be removed from the Board at any time for cause by a majority) vote of the regular members.
Section 5. Vacancies on Board.
(a) Events Causing Vacancy. The vacancy or vacancies on the Board shall exist on the occurrence of the following:
(i) The death or resignation of any director;
(ii) The removal of a director by the members;
(iii) The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by an order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under the California Nonprofit Public Benefit Corporation Law; or
(iv) The increase of the authorized number of directors.
(v) Three or more consecutive absences from board meetings without good cause will be considered a resignation.
(b) Resignations. Except as provided below, any director may resign by giving written notice to the President of the Board, the Executive Director (if any), or the Secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. Except on notice to the Attorney General of California, no director may resign if the corporation would be left without a duly appointed director or directors.
(c) Filling Vacancies. Vacancies on the Board may be filled by the Board at any properly called and noticed meeting where a quorum is present.
(d) No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.
Section 6. Directors' Meetings.
(a) Place of Meetings. Meetings of the Board shall be held at any place within or outside California that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the corporation.
(b) Meetings by Telephone. Any meeting of the Board may be held by conference telephone or similar communication equipment, so long as the following conditions are met:
(1) Each director participating in the meeting can communicate with all other directors concurrently.
(2) Each director is provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose, an objection to a specific action to be taken by the Board.
(3) The Board adopts and implements some means of verifying both of the following:
a. A person communicating by telephone, electronic video screen, or other communications equipment is a director entitled to participate in the Board meeting.
b. All statements, questions, actions or votes were made by that director and not by another person not permitted to participate as a director.
(c) Annual Board Meeting. The Board shall hold an annual meeting during the month of January each year for purposes of organization, election of directors and officers, and transaction of other business. Notice of the annual meeting shall be given in accordance with subsection (d)(ii) below.
(d) Special Meetings. Other meetings of the Board may be held at such time and place as the Board may fix from time to time.
(i) Authority to Call. Special meetings of the Board for any purpose may be called at any time by the President of the Board, the Executive Director (if any), or any two directors.
(ii) Notice. Notice of the time and place of special meetings shall be given to each director by one of the following methods:
a. By personal delivery of written notice;
b. By first class mail, postage prepaid; or
c. By facsimile, or electronic mail (if in accordance with California Corporations Code Section 20), 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.
All such notices shall be given or sent to the director's address, facsimile or electronic mail address as shown on the records of the corporation.
Notices sent by first-class mail shall be deposited in the U.S. mail at least seven (7) days before the time set for the meeting. Notices given by personal delivery, facsimile, or electronic mail shall be delivered, or sent at least forty-eight (48) hours before the time set for the meeting.
The notice shall state the date, time and location of the meeting, and the general nature of the business to be discussed.
(e) Quorum/Act of the Board. A majority of the authorized and elected number of directors shall constitute a quorum for the transaction of business, except to adjourn. Except as specifically provided in these bylaws or in the California Nonprofit Public Benefit Corporation Law, every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
(f) Waiver of Notice. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.
(g) Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
(h) Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than twenty-four hours. If the original meeting is adjourned for more than twenty-four hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.
Section 7. Action Without a Meeting. Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board consent in writing to the action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party, and who is an "interested director" as defined in Section 5233 of the California Corporations Code, shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board.
Section 8. Compensation and Reimbursement. Directors shall not receive compensation for their services on the Board. Directors may receive such reimbursement of expenses as the Board may determine by resolution to be fair and reasonable at the time that the resolution is adopted.
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