Bylaws of NAMI La Crosse County, Inc.
Adopted by Corporate Resolution as of: 18 NOV 2014
Name, Mission Statement and Non-profit Purpose
Section 1. Name. The name of the non-profit corporation shall be NAMI La Crosse County, Inc.
Section 2. Use of the NAMI name. NAMI La Crosse County, Inc. acknowledges that NAMI controls the use of the name, acronym and logo of NAMI and that use shall be in accordance with NAMI policy and that upon termination of affiliation with NAMI, the uses of these names, acronyms and logo by NAMI La Crosse, Inc. shall cease.
Section 3. Mission Statement. NAMI La Crosse, Inc. is a Wisconsin nonprofit corporation that provides support, education and advocacy throughout La Crosse and Vernon Counties, Wisconsin area on behalf of individuals and families affected by mental illness.
Section 4. IRS Section 501(c)(3) Purposes. NAMI La Crosse, Inc. shall be a public charity and is organized exclusively for educational and charitable purposes under Section 501(c)(3) of the Internal Revenue Code.
Membership and Dues
Section 1. Membership. A Member is one individual who is counted as one for the purposes of paying dues and voting.
Section 2. Membership Duties. Members accept the mission of NAMI La Crosse, Inc. and pay annual dues.
Section 3. Membership Privileges. Members elect the Board and amend the Bylaws of NAMI La Crosse County, Inc.
Section 4. Membership Dues. Dues are established by the Board of Directors of NAMI La Crosse County, Inc.
Section 1. Annual. There shall be an annual meeting of the membership each year. Members will be informed of the date and time of the annual meeting by notice thirty (30) days prior. Notice of an annual meeting shall include a description of any matter or matters that must be approved by the members.
Section 2. Regular. Members may convene for regular meetings throughout the year. Members will be informed of the date and time of regular meetings by notice ten (10) days prior. Notice of any regular meeting shall include a description of any matter or matters that must be approved by the members.
Section 3. Special. The Board of Directors, or fifty percent (50%) of members, may call a special meeting at the time, date and location of their choice. Notice of such a meeting must be given to the membership by notice ten (10) days prior. Notice of a special meeting shall include a description of the matter or matters for which the meeting is called.
Section 4. Quorum. Twenty percent (20%) of the members shall constitute a quorum for any meeting at which a vote is to be taken.
Board of Directors
Section 1. Size. The Board of Directors shall have at least four (4) members. Pursuant to Article VIII, Section 2, the corporate officers shall sit on the Board of Directors. The Board may, in its own discretion, appoint additional Board members. In no event shall the Board of Directors exceed twelve (12) members. NAMI Vernon County will hold a minimum of one spot on the board of directors, and no more than 3 spots on the board overall.”
Section 2. Qualifications. Directors must be members in good standing with NAMI La Crosse County, Inc. The Board of Directors shall establish the policies of NAMI La Crosse, Inc. and shall have the power of the corporation between meetings and the corporation’s membership unless otherwise specified in the Articles of Organization, Articles of Incorporation or these Bylaws.
Section 3. Term of Office. The term of office of directors is three (3) years. Directors may not serve more than three (3) consecutive terms.
Section 4. Nomination Process. Each year the President shall appoint a Board Nominating Committee comprised of three (3) directors. Nominations for directors shall be submitted by members in writing to the Board Nominating Committee not less than sixty (60) days prior to the Annual Meeting. The recommendations of the Board Nominating Committee shall be submitted to the general membership at least thirty (30) days prior to the Annual Meeting. Election of Board members shall be conducted in conjunction with the Annual Meeting.
Section 5. Vacancies. Vacancies that occur on the Board of Directors in between annual meetings shall be temporarily filled by an appointment of the Executive Committee of the Board of Directors. Directors serving in temporary appointments will be put to vote before the full membership at the next annual meeting.
Section 6. Removal. Board members must attend or call in for every Board meeting or be excused. Any Board member who shall have been absent from two (2) consecutive regular meetings of the Board of Directors without just cause as determined by the Board of Directors shall automatically vacate the seat on the Board and the vacancy shall be filled as provided by these Bylaws; however, the Board shall consider each absence of a Board Member as a separate circumstance and may expressly waive such absence by a two-thirds (2/3) 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 (2/3) vote of the Board members present at a Board meeting.
Section 7. General Powers. Subject to the provisions of Chapter 181 of the Wisconsin statutes governing non-stock corporations, 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.
Execution of Instruments, Deposits and Funds
Section 1. Execution of Instruments. The Board of Directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of NAMI La Crosse County, Inc. to enter into any contract or execute and deliver any instrument in the name of and on behalf of NAMI La Crosse, Inc., and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind NAMI La Crosse, Inc. by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes. Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of NAMI La Crosse County, Inc. shall be signed by the Treasurer of NAMI La Crosse County, Inc. Checks more than $500 shall be approved by the Treasurer and the President of NAMI La Crosse County, Inc.
Section 3. Deposits. All funds of NAMI La Crosse County, Inc. shall be deposited from time to time to the credit of NAMI La Crosse County, Inc. in such banks, trust companies, or other depositories as the Board of Directors may select by resolution.
Section 4. Gifts. The Board of Directors may accept on behalf of NAMI La Crosse County, Inc. any contribution, gift, bequest, or devise for the nonprofit purposes of NAMI La Crosse County, Inc.
Conflict of Interest
Section 1. Purpose. The purpose of the conflict of interest policy is to protect the interest of NAMI La Crosse County, Inc. when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
All Board members are required to sign the NAMI La Crosse County, Inc. Conflict of Interest Disclosure form annually. Failure of new or current Board members to sign this form within thirty (30) days of receipt will result in automatic dismissal from the Board.
Section 2. Definitions.
- Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
- Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
- A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article VI, Section 3, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Within Article VI, Organization refers to NAMI La Crosse County, Inc.
Section 3. Procedures.
- Duty to Disclose
- In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
- Determining Whether a Conflict of Interest Exists
- After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest
- An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
- Violations of the Conflicts of Interest Policy
- If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings. The minutes of the governing board and all committees with board delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation
- A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Annual Statements. Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
- Has received a copy of the conflicts of interest policy,
- Has read and understands the policy,
- Has agreed to comply with the policy, and
- Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews. To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 8. Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Section 1. Annual. The annual meeting of the NAMI La Crosse County, Inc. Board of Directors shall be held in January of each year. The election of officers will take place at this meeting.
Section 2. Regular. In addition to their annual meeting, the Board of Directors shall hold no fewer than three (3) regular meetings annually, the times and places to be designated by the President.
Section 3. Special. Special meetings of the Board shall be called upon the request of the President or one-third (1/3) of the Board. Notices of special meetings shall be distributed by the Secretary to each Board member ten (10) days in advance of that meeting, unless the notice requirement is explicitly waived by all Board members. Any such waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.
Section 4. Quorum. A majority of the Board of Directors then serving shall constitute a quorum at the annual meeting and at any regular or special meeting; and a majority of those present in either case shall have power to act in all matters.
Section 5. Duties. The Board of Directors is responsible for overall policy and direction of NAMI La Crosse County, Inc. The Board receives no compensation other than for reasonable expenses incurred in service to the corporation.
Section 1. Officers. The officers shall be: President, Vice President, Secretary, and Treasurer.
Section 2. Board Member Status. Officers shall be Board members.
Section 3. Election. The election of officers shall take place at the Board meeting following the annual meeting at which new directors are elected to the Board.
Section 4. Term of Office. Officer terms shall be three (3) years. Officers may not serve more than three (3) consecutive terms.
Section 5. President. The President shall preside at meetings and serve as ex-officio member of all committees except the nominating committee. The President shall exercise such authority and perform such duties as the Board of Directors may assign.
Section 6. Vice President. The Vice President shall perform such duties and exercise such authority as may be assigned by the President. Should the President resign, be removed from office, become incapacitated or be unable to fulfill his/her duties that authority will fall to the Vice President who shall become the Acting President. Upon assuming the role, the Acting President shall call a Special Meeting of the Executive Committee. The Executive Committee will determine if the Acting President should remain in the role as Acting President, in a situation where the President’s incapacity is temporary, or if the position of President should be filled for the remainder of the term.
Section 7. Secretary. The Secretary shall identify those present, record all votes taken and author a brief summary of issues discussed at Executive Committee and Board meetings. The Secretary will submit meeting minutes within fourteen (14) days of each meeting for distribution, Board approval and to be filed as a permanent record.
Section 8. Treasurer. The Treasurer shall monitor all revenues and expenses of the corporation, approve all payables and shall ensure maintenance of a complete and accurate account of all funds received and disbursed. The Treasurer will produce a monthly financial statement of income and expenses for the Board. The Treasurer shall present the books for audit and at such times as required by the State of Wisconsin.
An Executive Director may be employed by the Corporation at the discretion of the Board of Directors and shall have general direction of and supervision over the day-to-day affairs of NAMI La Crosse County, Inc. The Executive Director shall provide organizational leadership and exercise such authority and perform such duties as the President, on behalf of the Board of Directors, may assign.
In the event that the Board of Directors chooses not to employ an Executive Director, the President shall be the Chief Executive Officer and shall have general supervision of the affairs of the corporation under the direction of the Board of Directors and the Executive Committee.
Section 1. Executive. The Executive Committee shall consist of the Officers plus two (2) additional Board members to be selected by majority vote of the Board of Directors. The Executive Committee shall exercise all powers of the Board of Directors between meetings of the Board. All proceedings of the Executive Committee shall be presented to the Board at its next meeting for inclusion in the official minutes of the Board.
Section 2. Standing. The President shall appoint all standing committees with approval of the Executive Committee. There shall be a Bylaws Committee for receipt and review of proposed amendments.
Section 3. Other. The President shall appoint all other committees with approval of the Executive Committee.
Section 1. Fiscal Year. The fiscal year shall begin on January 1st and end on December 31st of each year.
Section 2. Maintenance of Corporate Records. NAMI La Crosse County, Inc. shall keep at its principal office:
- Minutes of all meetings of directors, committees of the Board and members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
- Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
- A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
- A copy of the articles of incorporation and bylaws as amended to date of NAMI La Crosse County, Inc., which shall be open to inspection by the members of NAMI La Crosse County, Inc.
Section 3. Corporate Seal. The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of NAMI La Crosse County, Inc. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 4. Directors’ Inspection Rights. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation, and shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.
Section 5. Members’ Inspection Rights. Members of NAMI La Crosse County, Inc. shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:
- To inspect and copy the record of all members’ names, addresses, and voting rights, at reasonable times, upon written demand on the secretary of NAMI La Crosse County, Inc., which demand shall state the purpose for which the inspection rights are requested.
- To obtain from the secretary of NAMI La Crosse County, Inc., upon written demand on, and payment of a reasonable charge to, the secretary of NAMI La Crosse County, Inc., a list of the names, addresses, and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available within a reasonable time after the demand is received by the secretary of NAMI La Crosse County, Inc. or after the date specified therein as of which the list is to be compiled.
- To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, upon written demand on the secretary of NAMI La Crosse County, Inc. by the member, for a purpose reasonably related to such person’s interests as a member. Members shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.
Section 6. Right to Copy and Make Extracts. Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
Section 7. Periodic Report. The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of Wisconsin or to the members, if any, of NAMI La Crosse County, Inc., to be so prepared and delivered within the time limits set by law.
The NAMI La Crosse County, Inc. officers and directors shall be indemnified to the fullest extent provided for under the laws of the State of Wisconsin for all actions taken in service to the corporation, except for any action determined by the Board of Directors to have been taken in bad faith. The Board of Directors has the authority to indemnify any employees and agents of the corporation to the fullest extent provided by the laws of the State of Wisconsin for actions taken in service to the corporation, except for any action determined by the Board of Directors to have been taken in bad faith.
In any suit or legal action, the Board of Directors shall have the authority to advance legal fees and other costs incurred by an indemnitee. If any such suit or action results in a determination of bad faith, indemnitee shall reimburse NAMI La Crosse County, Inc. for any advance fees and costs.
Amendment to Bylaws
Revision or amendments to the Bylaws may be proposed by any member or any director. Any such proposed revision or amendments shall be submitted in writing to the Bylaws Committee not less than ninety (90) days prior to the date of the next annual meeting. Each member shall receive in writing all proposed revisions or amendments to the bylaws not less than thirty (30) days prior to the next annual meeting of the members. Proposed revisions or amendments shall be presented by the Board of Directors to the membership at such next annual meeting. A two-thirds (2/3) majority of the voting members shall be required to revise or amend the bylaws, provided that a quorum is present.
NAMI La Crosse County, Inc. shall not discriminate against any person or group or 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 La Crosse County, Inc. 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.
Whenever these bylaws require written notice to directors or officers, such notice may be delivered to such persons by mail, fax, e-mail, personal delivery or private carrier, to the address shown in the records of NAMI La Crosse County, Inc. Each director or officer shall be responsible for advising NAMI La Crosse County, Inc. of his or her current address. In all cases, notice shall be deemed to be given on the date of the mailing.
In the event that NAMI La Crosse County, Inc. should be dissolved, any assets remaining following the payment of debts and the satisfaction of liabilities shall be made to NAMI – Wisconsin, Inc. for tax exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Such distribution shall be made in accordance with all applicable provisions of the laws of the State of Wisconsin.
In the event that NAMI – Wisconsin, Inc. is no longer exempt under Section 501(c)(3) of the Internal Revenue Code at the time of dissolution, remaining assets shall be made to NAMI. Such distribution shall be made in accordance with all applicable provisions of the laws of the State of Wisconsin.
In the event that NAMI – Wisconsin, Inc. and NAMI are both no longer exempt under Section 501(c)(3) of the Internal Revenue Code at the time of dissolution, remaining assets shall be distributed to the federal government, or to a state or local government, for a public purpose.
Adrian Novak Board Member
[CH1]Julianne: Are these set by NAMI or NAMI WI? I was unclear from the info provided.
[CH2]Julianne: Is this a form from NAMI or from NAMI – Wisconsin, or are we drafting it?