Articles X - XII
ARTICLE X.
MISCELLANEOUS
Section 1. Fiscal Year. Unless changed by the Board, the fiscal year of the corporation shall begin on the first day of January and end on the last day of December of each year.
Section 2. Conflicts of Interest. Board members and committee members must actively seek to avoid situations and activities that create an actual or potential conflict between the individual’s personal interests and the interests of the corporation. If a Board member or committee member believes that a conflict exists relative to a particular issue being considered by the Board or any committee, he or she shall disclose the conflict to the Board or committee, as appropriate, and abstain from discussion or voting on the issue.
For purposes of this section and these bylaws, a “conflict of interest” means a situation in which a board or committee member is part of a discussion or decision by the board or a committee which has the potential to financially benefit that board or committee member or a member of that board or committee member’s immediate family. “Immediate family” means, spouse or same-sex/domestic partner, children, parents, siblings, parents-in-law, or siblings-in-law.
Both the fact and the appearance of a conflict of interest should be avoided. Board members or committee members who are unsure as to whether a certain transaction, activity, or relationship constitutes a conflict of interest should discuss it with the President, who will determine whether disclosure to the Board or the assistance of legal counsel is required.
Section 3. Intellectual Property. All intellectual property prepared or purchased by or on behalf of the corporation, including but not limited to newsletters, educational, promotional, and training materials, contracts, trade names, logos, service marks, contributor lists, and research results, shall be the exclusive property of the corporation and Board members agree to deal with it as such. Board members agree that they will not sell, transfer, publish, modify, distribute, or use for their own purposes, the intellectual property belonging to the corporation without the prior approval of the Board memorialized in a writing signed by the President.
Section 4. Insurance. The Board shall authorize the purchase and maintenance of an insurance policy or policies on behalf of its Board members and employees against any liabilities, other than for violating provisions against self-dealing, incurred by the Board member or employee in such capacity or arising out of their status as such.
Section 5. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular includes the plural, the plural includes the singular, the masculine includes the feminine and neuter, and the term "person" includes both an individual and an entity.
Section 6. Roberts Rules of Order. The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the meetings of the corporation in all cases to which they are applicable and in which they are not in conflict with the Articles of Incorporation, the Bylaws, or the California Nonprofit Public Benefit 
Corporation Law.
AMENDMENTS
Section 1. Amendments. These Bylaws may be amended, or repealed and new bylaws adopted, by a majority vote of the Board at any properly called meeting where a quorum is present, so long as the amendments, or the proposed repeal and new bylaws, are provided to each director at least ten (10) days prior to the meeting at which such amendments, repeal, or new bylaws will be discussed and voted on.
The following types of bylaw amendments must also be approved by the voting members:
a. Any amendment that would materially and adversely affect the rights of members as to voting or transfer or transfer of memberships;
b. Any amendment that would change a fixed number of directors or the maximum or minimum number of directors on a variable board, or which changes the board from a fixed number to a variable board or vice versa;
c. Any amendment that extends the term of a director beyond that for which the director was elected or which increases the term length or maximum number of terms for directors;
d. Any amendment which increases the quorum requirement for membership meetings;
e. Any amendment that creates, repeals, restricts, or expands proxy rights;
f. Any amendment that authorizes, amends or repeals cumulative voting rights; and
g. Any other amendment for which the approval of the membership is required by law.
DISSOLUTION
Section 1. Voluntary Dissolution by Vote. The corporation may be dissolved at any time by a two-thirds (2/3) vote of all the directors on the Board and a majority vote of the regular members. If the Board and membership vote in favor of dissolution, the directors shall promptly cease operations and proceed to dissolve the corporation.
Section 2. Remaining Assets. Upon the dissolution of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit organization which is organized and operated exclusively for public or charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of NAMI Sacramento, a California nonprofit public benefit corporation, that the above Bylaws, consisting of 21 typewritten pages including this page, are the Bylaws of this corporation as adopted by the Board of Directors on January 17, 2006, and approved by the members on February 6, 2006, and that they have not been amended or modified since that date.
Executed on the ___ day of ________________________, 2006 at
________________________, California.
_______________________________
_________________________, Secretary
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