NAMI Sacramento Bylaws, Articles 6

2006 NAMI Sacramento Bylaws

Articles VI - IX

ARTICLE VI.

OFFICERS

Section 1. Officers of the Corporation. The elected officers of the corporation shall be a President, Secretary, and Treasurer, and may include, in the Board’s discretion, a Vice-President. In the discretion of the Board, the offices of Secretary and Treasurer may be combined and held by the same individual. The Executive Director, if any, shall be an officer of the corporation, though not an “elected officer”. All officers, except for the Executive Director, if any, must be directors.

Section 2. Election of Officers. The elected officers of the corporation shall be elected by the Board at its annual meeting.

Section 3. Terms of Office; Term Limits. Officers shall serve at the pleasure of the Board for one (1) year terms. There is no limit on the number of terms an officer may serve if he or she continues to be elected by the Board.

Section 4. Removal of Officers. Any elected officer may be removed at any time, with or without cause, by a 2/3 vote of the Board at any properly called meeting where a quorum is present.

Section 5. Resignation of Officers. An officer may resign at any time by giving written notice to the President or Secretary of NAMI. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective.

Section 6. Vacancies in Office. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled by a majority vote of the directors present at any properly called meeting of the Board where a quorum is present.

Section 7. Responsibilities of Officers.

(a) President. The President of the Board shall preside at meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is no Executive Director, the President of the Board shall also be the Chief Executive Officer and shall have the powers and duties of a typical Executive Director of a public benefit corporation and as described below in these Bylaws.

(b) Vice-President. If the President is absent or disabled, the Vice-President, if any, shall perform all duties of the President. When so acting, the Vice-President shall have all powers of and be subject to all restrictions on the President. The Vice-President shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.

(c) Secretary.

(i) Book of Minutes. The Secretary shall keep or cause to be kept, at the corporation's principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board, and committees of the Board. The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was annual or special, and, if special, how authorized, the notice given, and the names of those present at the Board and committee meetings. The Secretary shall keep or cause to be kept, at the principal office in California, a copy of the Articles of Incorporation and the Bylaws, as amended to date.

(ii) Notices, Seal, and Other Duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board and of its committees required by these Bylaws. The Secretary shall keep the corporate seal, if any, in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.

(iii) If the President and the Vice-President are both absent or disabled, or if there is no Vice-President and the President is absent or disabled, the Secretary shall perform all the duties of the President. When so acting, the Secretary shall have all powers of and be subject to all restrictions on the President.

(d) Treasurer.

(i) Books of Account. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation's properties and transactions. The Treasurer shall send or cause to be given to the directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any director at all reasonable times.

(ii) Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the Board may designate, shall disperse the corporation's funds as the Board may order, shall render to the President, the Executive Director, and the Board, when requested, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe. In general, the President or the Treasurer may sign checks or authorize other expenditures on behalf of the corporation. Provided however, that in the Board’s discretion, it may set (and change from time to time) a dollar limit for expenditures over which the signatures of two officers are required for approval of the expenditure.

(e) Executive Director. The Executive Director, if any, may be either an independent contractor or an at-will employee, as appropriate under law. The Executive Director shall be the chief executive officer and general manager of NAMI and shall supervise, direct, and control the corporation's day-to-day activities, affairs, and administration. The Executive Director shall be a non-voting ex officio member of the Board and all committees. The Executive Director shall have such other powers and duties as the Board or the Bylaws may prescribe. As an alternative to employing or retaining an Executive Director, NAMI may contract with another entity to provide administrative services.

ARTICLE VII.

COMMITTEES

Section 1. Committees of the Board. The Board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees of the Board, each consisting of two or more directors and no persons who are not directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by a majority vote of the directors then in office. Any such committee, to the extent provided in the Board resolution, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:

(a) Fill vacancies on the Board or on any committee that has the authority of the Board;

(b) Fix compensation of the directors for serving on the Board or on any committee;

(d) Amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable;

(e) Create any other committees of the Board or appoint the members of committees of the Board; or

(f) Approve any contract or transaction to which the corporation is a party and
in which one or more of its directors has a material financial interest, except as special approval is provided for in Section 5233(d)(3) of the California Corporations Code.

Section 2. Notice Requirements for Committees of the Board. Written notice, via express mail, fax, or email, shall be provided to all committee members at least 48 hours in advance of any meeting of a committee of the Board. Provided, however, that this notice may be waived in writing, or by the committee member’s actual attendance at the meeting.

Section 3. Quorum for Committees of the Board. A majority of the voting members of any committee of the Board shall constitute a quorum, and the acts of a majority of the voting members present at a meeting at which a quorum is present shall constitute the act or recommendation of the committee.

Section 4. Advisory Committees. The Board may also establish advisory committees composed of two or more directors and any number of other interested persons who are not directors. Advisory committees shall provide advice and recommendations to the Board but shall not have the authority of the Board or any final decision making authority.

Section 5. Meetings by Telephone. Any meeting of a committee may be held by conference telephone or similar communication equipment in the same manner provided for in Article V.

ARTICLE VIII.

INDEMNIFICATION

Section 1. Right of Indemnity. To the fullest extent permitted by law, this corporation may indemnify its directors, officers, employees, and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding", as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. "Expenses," as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Corporations Code.

Section 2. Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification.

Section 3. Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification pursuant to these Bylaws in defending any proceeding covered by such indemnification shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person, that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.

ARTICLE IX.

RECORDS AND REPORTS

Section 1. Maintenance of Corporate Records. The corporation shall keep:

(a) Adequate corporate books and records of account;

(b) Written minutes of the proceeding of its Board and committees of the Board; and

(c) A record of each member’s and each director's name, address, telephone number, facsimile number, and electronic mail address, if any.

Section 2. Maintenance and Inspection of Articles and Bylaws. The corporation shall keep at its principal office the original or a copy of the Articles of Incorporation and Bylaws, as amended to date.

Section 3. Inspection by Directors and Members. Every director shall have the absolute right at any reasonable time to inspect the corporation's books, records, and documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents. Members shall have the right to inspect the corporation’s books, records, and documents to the extent permitted by the California Nonprofit Public Benefit Law.

Section 4. Annual Report. The Board shall cause an annual report to be sent to directors within 120 days after the end of the corporation's fiscal year. That report should contain the following information, in appropriate detail, for the fiscal year:

(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.

(b) The principal changes in assets and liabilities, including trust funds.

(d) The expenses or disbursements of the corporation for both general and restricted purposes.

(e) Any information required by Section 5 of this article.

The annual report shall be accompanied by any report on it of independent accountants or, if there is no such report, by the certificate of an authorized officer of the corporation that such statement were prepared without audit from the corporation's books and records.

This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors who request it in writing.

Section 5. Annual Statement of Certain Transactions and Indemnifications.

If any of the following types of transactions or indemnifications occurred during the previous fiscal year, then as part of the annual report to all directors, or as a separate document if no annual report is issued, the corporation shall prepare and mail or deliver to each director a statement of any such transaction or indemnification within 120 days after the end of the corporation's fiscal year:

(a) Any transaction:

(i) in which the corporation, its parent or its subsidiary was a party,

(ii) in which an "interested person" had a direct or indirect material financial interest, and

(iii) which involved more than $50,000, or was one of a number of transactions with the same "interested person" involving, in the aggregate, more than $50,000.

The statement shall include a brief description of the transaction, the names of "interested persons" involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the "interested person" is a partner, only the interest of the partnership need be stated.

(b) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation.