NAMI Mass Annual Meeting - Bylaws Amendments

The Board of Directors of NAMI Massachusetts has adopted, and recommends that you vote to approve, amendments to the bylaws of NAMI Massachusetts. The bylaws were last amended in 2012, and the Board believes it is good practice to review and update the bylaws periodically. The changes that the Board recommends at this time are primarily intended to enable your Board to function more efficiently, or to provide additional clarity and transparency around governance matters such as conduct of the Annual Meeting and officer succession in case of a vacancy. The proposed amendments have been submitted to our national organization, National Alliance on Mental Illness, Inc. (“NAMI”) for its review and approval, and a number of the proposed amendments are in response to suggestions from NAMI.

The amendments being proposed are briefly summarized below. You may read the complete bylaws as proposed to be amended, marked to indicate every change, on this website here.

Approval of the amended bylaws requires the requires a two-thirds vote of those present and voting by absentee ballot. If such approval is not obtained at the meeting, the bylaws as last amended in 2012 will remain in effect. Results of the vote will be announced after the votes have been tabulated, on or before October 31, 2020.

The following is a brief summary of the principal amendments and where they appear in the document.

The Board recommends that you vote FOR the approval of the amended bylaws.

Summary of Amendments

Preamble: Changes to modernize certain terminology and defined terms, including references to NAMI, used throughout the bylaws

Article I:

  • Updates to clarify membership and voting rights, including shortening the time as of which members’ dues must be up to date in order to vote at the annual meeting from 90 days before the meeting to 45 days.
  • Addition of a provision for dissolution of NAMI Massachusetts by vote of the members, as required by NAMI

Article II:

  • Addition of a requirement for the NAMI Massachusetts Board to adopt a policy regarding allocation to Affiliates of a portion of membership dues collected, per NAMI requirements.
  • Change the Fiscal Year end from June 30th to March 31st. The change in fiscal year has been recommended by the Finance Committee of the Board to make our financial reporting period better correspond with our annual fundraising and business cycle.

Article III:

  • Clarify notice requirements for annual meeting
  • Formalize procedures for election of directors at the annual meeting, including election of directors by plurality vote, vote counting by an Election Committee appointed by the President and the casting of a deciding vote by the President (or, if the President is a candidate, by chairperson of the Election Committee) in the event of a tie.

Article IV:

  • Allow for future changes in size of the Board of Directors to not less than 9 or more than 18 directors, as the Board may determine.
  • Formalize the current staggered board structure, in which approximately one third of the Board is elected annually and directors serve for no more than three 3-year terms
  • Authorizing the Board to adopt written “Governance Norms, Standards and Procedures”
  • Authorizing removal of a director for “good cause,” including repeated failure to adhere to Governance Norms, Standards and Procedures adopted by the Board
  • Eliminate the mandatory geographic representation in Article IV, section 2, and make geographical diversity a non-binding principle guiding the nominating process.
  • State that residence in Massachusetts should be required for any person who stands for election (or re-election) as a director.

 

Article V:

  • Clarify procedures for electing board officers
  • Allow directors to attend meetings via telephone or other electronic methods
  • Provide that the Board may act by unanimous written consent, without a meeting. This would facilitate taking actions on minor administrative matters, or in unforeseen or emergency situations.
  • Clarification of the existing budget process

 

Article VI:

  • Provide for removal of an officer (as an officer, not as a director), with or without cause, by majority vote of the Board
  • Specify an order of succession whereby the Vice President (or, if there is no Vice President, the Treasurer) shall succeed to the office of President in the event of the resignation, removal, death or disability of the President.

 

Article VII:

  • Clarify the authority of the Executive Committee to act with the powers of the Board between meetings of the full Board
  • Establish a Nominating and Governance Committee responsible for (i) recruitment and recommendation of nominees for director, (ii) consideration of proposed by-law amendments and resolutions and oversight of voting procedures at the annual convention, (iii) recommendations regarding officer succession and procedures for officer elections, (iv) conducting an annual Board self-evaluation and (v) overseeing governance matters for the Corporation generally. This committee will take the place of the existing Bylaws Committee.
  • Require advance written notice of any nomination for election as a director or other proposal for consideration at the annual meeting to be made by a member.
  • Allow for establishing an Advisory Council or similar non-voting advisory body to be appointed by the President, subject to approval from the Board, at some future date. There is currently no specific proposal to establish such a body.
  • Establish requirements for committees to adopt written charters

 

Article VIII:

  • Clarify the scope of indemnification by NAMI Massachusetts of its officers, directors and employees

Article IX:

  • Clarify procedure for proposing amendments to the Bylaws

 

Article X:

  • Clarify process for mediation of disputes between NAMI Massachusetts and any Affiliate, or between Affiliates

 

Article XIV:

  • Allow, but not require, a parliamentarian to be appointed at any meeting of the Board or of any Board Committee