The National Alliance for the Mentally Ill of Massachusetts

BYLAWS

PREAMBLE

The NAME of this organization shall be NAMI MASSACHUSETTS, INC.

The MISSION of NAMI Massachusetts, Inc. (NAMI - MASS) shall be to serve as an alliance of local Massachusetts Affiliates of NAMI and their members and associate members who are dedicated to the eradication of mental illness and to the improvement of the quality of life of those whose lives are affected by these diseases.

NAMI - MASS will accomplish its mission through the following:

Coordinating activities of NAMI - MASS affiliates and serving as a state organization of NAMI;

Serving as a center within the State of Massachusetts for the collection and dissemination of information;

Monitoring existing, mental health care facilities, staff, and programming for adequacy and accountability;

Requiring responsibility and accountability from public and private mental health services providers, and improving communication and cooperation between the providers and the families of people with mental illness;

Promoting new legislation and revising existing legislation at the state level;

Fostering public education about mental illnesses;

Advocating for quality institutional and non-institutional care and individualized treatment for persons with mental illnesses;

Promoting community support programs, including appropriate living arrangements linked with supportive social, rehabilitation, vocational and employment programs;

Promoting research into preventive and alternative modalities of treatment, rehabilitation, and cures;

Ensuring that mental illness takes its rightful place with other major diseases in enlightened and sympathetic public awareness and as a focus of research;

Improving private and governmental funding for mental health facilities and services, care and treatment, and residential and research programs;

Forming, a liaison with other State and national mental illness organizations;

Delineating and enforcing patient and family rights;

Soliciting and receiving funds in support of functions of NAMI - MASS;

Encouraging and aiding in the formation of Affiliates throughout the State of Massachusetts;

Engaging in any other lawful activities in which a Corporation may be engaged under the provisions of Chapter 180 of the General Laws of Massachusetts.

ARTICLE 1. MEMBERSHIP, INDIVIDUAL/FAMILY MEMBERS (I/FMs), AFFILIATES AND

ASSOCIATE MEMBERS

Section 1. Individual/Family Members (I/FMs).

a. Definition of I/FMs: An I/FM is (1) a person with a mental illness, or (2) a relative of a person with mental illness, or (3) a friend of a person with mental illness. An I/FM may be one individual or a family of individuals that is counted as one for the purposes of paying dues and voting. An I\FM accepts the mission of NAMI and shall have paid dues to an affiliate unless waived by the affiliate. An I/FM shall have had his or her annual dues paid by the respective affiliate to NAMI and to NAMI - MASS.

b. Voting Rights: I/FMs shall (1) be the voting members of affiliates, and shall (2) nominate and elect members of the Board of Directors and shall (3) adopt and amend the bylaws of NAMI - MASS. An I/FM may support and work within several affiliates but shall be a voting member of only one (1) affiliate for NAMI and NAMI - MASS purposes.

c. Credentials: The Treasurer of each affiliate of NAM1 - MASS shall certify the names of paid up members in writing by March 15th of the current fiscal year. All members certified to be in good standing (those who are up to date in their dues) are eligible to vote at the annual meeting of NAMI - MASS.

Section 2. Affiliates

a. Definition of Affiliate: An affiliate shall be a group consisting of five (5) or more I/FMs that accepts the mission of NAMI and NAMI - MASS.

b. Credentials: the Board of Directors of NAMI shall endorse an affiliate - MASS and by the Board of Directors of NAMI. in order to have standing. For an affiliate to be in good standing, dues of the affiliate shall have been paid to NAMI. - MASS and NAMI by March 15th of the current fiscal year.

C. Voting rights: Any endorsed Massachusetts affiliate shall become a voting member upon payment of annual dues in proportion to its paid membership in the amount established from time to time by the Board of Directors. The Treasurer of each affiliate organization shall certify the number of paid up members of that affiliate to the Executive Director of NAMI Massachusetts, Inc. Persons whose membership dues in a local affiliates group have been formally waived can qualify in membership counts of local affiliates for voting purposes. An I/FM who is a member of more than one local affiliate shall be counted as a voting member in only one affiliate. Each voting affiliate shall be entitled to cast the number of votes determined by the following table on all matters other than the election of the Board of Directors of NAMI Massachusetts, Inc. and the revision of these bylaws:

5 – 25 --------------------------1

25 – 50 --------------------------2

51 - 100 -------------------------3

101 - 150 -------------------------4

151 - 200 -------------------------5

201 – plus ------------------------6

The President of each affiliate shall certify in writing the voting credentials of his/her delegates at each meeting of the membership.

d. Name: All NAMI - MASS affiliates shall include the word, "NAMI" in their names.

Section 3. Associate Membership. Any individual, association or corporation in accord with the purposes of NAMI - MASS and NAMI. may become an associate member upon payment of an annual contribution in the amount established from time to time by the Board of Directors of NAMI - MASS. Associate members shall be entitled to all the privileges of membership except those of voting and holding office. Contributions shall be sent to the Treasurer of NAMI - MASS. The treasurer shall refer each new Associate Member to one or more appropriate local affiliates.

ARTICLE II. FINANCE

Section 1. Dues: Affiliates shall pay dues yearly as established by the Board of Directors. Dues shall be submitted to the Treasurer of NAMI Massachusetts. Inc. Dues are payable by March 15th for the fiscal year beginning the preceding January 1st. A list of I/FMs constituting the voting membership of an affiliate shall accompany the dues payment.

Section 2. Fiscal Year: The fiscal year shall begin January 1st and end December 31st.

ARTICLE III MEETINGS

Section 1. The Annual Meeting.

a. The annual meeting of the Corporation shall be held in May of each year, unless otherwise directed by the Board of Directors, on such dates and at such place as the Board of Directors shall designate.

b. At the annual meeting the election of directors and any revision of these bylaws shall be determined only by a popular vote of I/FMs of NAMI - MASS, in person or by written proxy. I/FMs may carry and vote no more than five (5) proxies. I/FMs assembled for the annual meeting of NAMI - MASS shall constitute a quorum for the election of directors and/or a vote on a revision of these bylaws.

c. At the annual meeting, all other issues shall be voted by delegates from affiliates as specified in ARTICLE I. This shall include action on any resolution that may be put forth. Affiliates may be represented by written proxy. The delegates shall act by majority vote. A quorum shall be delegates representing forty percent (40%) of the voting power of the affiliates in the state of Massachusetts.

Section 2. Special Meetings: Special meetings of the members may be called by the President in concurrence with the majority of the Board of Directors or by a majority of the Board of Directors. Special meetings may also be called by petition of one eighth of the affiliates. A minimum of twenty-one (2 1) days notice to affiliates shall be given for the convening of a special meeting

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Composition: The Board of Directors shall be composed of eighteen (18) members, five (5) of whom shall be officers of the Corporation. The Board shall consist of two (2) members from each Department of Mental Health District and six at-large members. Starting in 1999 and thereafter, six (6)

shall be elected to the Board of Directors each year. Board members shall be relatives of mentally ill persons, living or deceased, or persons who themselves are recovering from a serious mental illness.

Section 2. Classes of Directors: There are two classes of directors: At Large Directors and Area Representative Directors. There shall be an Area Representative Director for each legal area of the Massachusetts Department of Mental Health, whose residence is within that area and who has membership in an affiliate located in that area. At large directors shall be residents of Massachusetts.

Section 3. Terms and Vacancies: Directors are elected to three year terms and may succeed themselves. In the case of a vacancy of one or more regular members of the Board of Directors, the President shall name the person or persons to fill the vacancy or vacancies for the unexpired term to be approved by majority vote of the Board of Directors. Any name presented by the President shall be accompanied by (1) certification from an affiliate that the member is in good standing, and (2) a resume of the person presented. If any member of the Board of Directors shall miss three successive regular meetings or a total

of five regular meetings within any membership year, that member's position on the board may be declared vacant and shall be filled by the board as provided in these bylaws. If a DMH district seat becomes vacant, the president shall notify, in writing, all affiliate presidents within the district of the vacancy. If no qualified candidate from that district comes forward within 45 days, the president may name any qualified NAMI- MA candidate to fill the seat for the unexpired term.

Section 4. Conflict of Interest: No member of NAMI - MASS shall be elected or appointed to the NAMI - MASS Board of Directors who receives his/her salary from the Massachusetts Department of Mental Health or the Division of Medical Assistance either directly or through a provider agency that is funded by the Department of Mental Health or the Division of Medical Assistance. Any persons identified by this criterion currently serving on the NAMI - MASS Board of Directors shall be allowed to remain until the next annual meeting's election of board members takes place. The Board of Directors may waive the above provisions of this section in individual cases by a 2/3 vote of the full board. The vote must be taken before the nomination, appointment, or continuation of service of the member

Section 5, Governing Powers: The Board of Director shall have the power and duty to establish policy, adopt budgets, initiate programs, and shall have other powers and duties necessary or appropriate for the administrative affairs of NAMI - MASS. The directors may do all such acts as are not designated to be done by the entire membership, by law, Articles of Incorporation, or bylaws. The Board of Directors may employ an Executive Director who shall have general direction and supervision over the day-to-day affairs of the Corporation. The Executive Director shall exercise such authority and perform such duties as the Board of Directors may from time to time assign.

Section 6. Start of Term: The terms of the Board of Directors shall begin immediately after their election at the annual meeting. In the event that the annual meeting has not taken place as specified in ARTICLE III, Section 1, the incumbent officers and directors shall continue to hold office until the annual meeting, takes place.

Section 7. Voting: A majority vote of the Board of Directors present and voting, except where otherwise required by law, Articles of Incorporation, or bylaws shall decide any issues brought before such meeting. Proxy votes will not be accepted at board meetings.

Section 8. Budget: The Executive Director, in consultation with the Treasurer, shall prepare an annual operating, budget for review by the Executive Committee. Upon review, the proposed budget shall be submitted to the Board of Directors for approval at the first meeting of the board in the new fiscal year.

Section 9. Report to Annual Meeting: The Board of Directors shall prepare an annual financial and programmatic report of the past year's activities of NAMI - MASS which shall be presented at the annual meeting of the members in May.

ARTICLE V. DIRECTORS' MEETINGS

Section 1. Organizational Meeting: Within a month of the annual meeting of the members, the Board of Directors shall meet and elect from among the directors, the officers of the Corporation. These officers shall hold office until the next organizational meeting or until their successors have been elected.

Section 2. Regular Meetings: In addition to the organizational meeting, the Board of Directors shall hold a minimum of six (6) regular meetings annually, the times and places to be designated by the President.

Section 3. Special Meetings: Special meetings of the Board of Directors may be called by the President or any four (4) members of the Board of Directors with at least seven (7) days notice served to each member.

Section 4. Notice of time and place of meetings of Board of Directors: Written notice stating the place, day, and hour of the meeting and, in the case of special meetings, the purpose or purposes for which the meeting is called, shall be delivered or given, either personally or by mail, to each member or director of record at such address as appears on the books of the Corporation, not less that seven (7) days before the date of the meeting in the case of meetings of the Board of Directors. Notice given by mailing shall be deemed given at the time such notice is postmarked. Whenever any notice is required to be given, the waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Except where the bylaws elsewhere provide for a specific time or place, the caller or callers of a meeting of the members or of the Board of Directors shall designate the time and place of such meeting.

Section 5. Quorum: A majority of the Board of Directors shall constitute a quorum at the organizational meeting and at any interim meeting, and a majority of those present in either case shall have power to act in all matters except as specifically stated to the contrary in these bylaws and provided, however, that no real estate of the Corporation shall be sold, leased, mortgaged, or otherwise disposed of, except by resolution approved by not less than a majority of the Board of Directors.

ARTICLE VI. AUTHORITY AND RESPONSIBILITIES OF THE OFFICERS OF THE BOARD OF DIRECTORS AND ALL OTHER MEMBERS OF THE BOARD OF DIRECTORS

Section 1. Designation: The officers of NAMI - MASS shall be members of the Board of Directors and shall be: President, Vice-President, Recording, Secretary, Corresponding Secretary and Treasurer. The term for all officers shall be one year.

Section 2. Duties of Officers:

a. President. The President shall preside at all meetings of the Corporation, the Board of Directors, and the Executive Committee. The President shall be responsible for seeing that all opposing, points of view have a full and equal say in each matter that comes before the board. The President shall not vote on matters before the board except to affect the outcome. The President shall be responsible for general oversight of all committees as and when requested to do so by the board. The President shall name the members of the committees, subject to majority approval of the Board of Directors. The President shall be an ex-officio member of all standing committees and ad-hoc committees. except the Nominating and Audit committees.

b. Vice-President. In the event of the death, absence, incapacity, or inability or refusal to act of the President, the Vice-President shall possess all the powers and perform all the duties and exercise such authority as may be from time to time imposed upon or assigned to the Vice-President by the Board of Directors.

c. Recording Secretary. The Recording Secretary shall attend all meetings of the Board of Directors and Executive Committee and shall record all votes taken and the minutes of all proceedings in a minute book of the Corporation to be kept for that purpose. The Secretary shall retain in the minute book of the Corporation all written consents of the directors. The Secretary shall attest the signature of authorized officers of the Corporation on any instrument requiring attestation. The Secretary will keep a register or roll of the members and will call the roll when required. The Secretary should, prior to each meeting, for use by the chairperson, make out an order of business showing in their exact order what is necessarily to come before the assembly. When the word Secretary is used it always refers to the Recording Secretary. The Secretary may, with the consent of the Board of Directors, delegate such duties with the exception of the attestation of signatures of authorized officers.

d. Corresponding Secretary. The Corresponding Secretary shall attend all meetings of the Board of Directors and Executive Committee. It is the Corresponding Secretary's duty to send out proper notices of all called meetings and of other meetings when necessary and to conduct the correspondence of NAMI - MASS, except as otherwise provided. It is the duty of the Corresponding Secretary to arrange a yearly

schedule of meetings of the Board of Directors and Executive Committee following the board's first meeting after the annual meeting. Then a full schedule of meetings will be sent to all members of the board. In addition notices should be sent at least seven (7) days prior to meetings as scheduled.

e. Treasurer. The Treasurer shall have supervision and custody of all moneys, securities, and other valuable properties of the Corporation and shall cause to be kept full and accurate accounts of the receipts and disbursements of the Corporation in books belonging to it. The Treasurer shall cause all moneys and other valuable effects to be deposited in the name and to the credit of the Corporation in such accounts and in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse and supervise the disbursement of funds of the Corporation in accordance with authority of the Board of Directors, taking proper vouchers therefor. The Treasurer shall render to the President and directors, whenever required, a written detailed account of his/her transactions as Treasurer and of the financial condition of the Corporation, including a statement of all its assets, liabilities, and financial transactions. The Treasurer shall further perform such other duties as the President or the Board of Directors directs and such other duties as usually pertain to the office of Treasurer. The Treasurer may, with the consent of the Board of Directors, assign such duties to the staff of the Corporation. The Treasurer shall be relieved of all responsibility for all securities or moneys or the disbursement thereof committed by the directors to the custody of any other person or Corporation, or the supervision of which is delegated by the Board of Directors to any other officer, agent, or employee, or for the performance of any other duties of the Treasurer delegated by the Board of Directors to any officer, agent, or employee, and the Treasurer shall not be responsible for any actions of any officer, agent, or employee of the Corporation. The Treasurer and another person authorized to deposit and withdraw funds shall be bonded for the faithful performance of the Treasurer's duties in such amounts, and by such surety. as the Board of Directors may require.

Section 3. Other members of the Board of Directors

In addition to the Officers, the Board of Directors shall consist of other elected directors as provided by these bylaws. These other directors may serve as chairpersons of standing or special committees as

provided by the Board of Directors.

ARTICLE VII. COMMITTEES

Section 1. Executive Committees. The Executive Committee shall consist of the five officers plus two board members to be selected by majority vote of the Board of Directors. A quorum to do business shall consist of a minimum of five persons in attendance of the Executive Committee. 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 reported to the board in writing at its next meeting. All actions of the Executive Committee must be ratified by the full Board of Directors, or the actions of the Executive Board will be considered rescinded. The Board of Directors may also revise any actions of the Executive Committee by majority vote.

Section 2. Nominating Committee. At least ninety (90) days prior to each subsequent annual meeting, the board shall elect a nominating committee of three (3), one who is an incumbent director, but not an officer, and two other voting members who are not then serving as directors. The nominating committee shall solicit names from I/FMs and affiliates. The committee shall solicit at least one name for each open Area

Representative slot. Nominations shall be given to the nominating committee forty-five (45) days prior to the annual meeting. These nominations shall be accompanied by (1) the names of the nominator and seconder, (2) certification that the member is in good standing, and (3) a brief resume of the nominee. The nominating committee shall mail the slate of nominees and their resumes to all I/FMs at least thirty (30) days prior to the annual meeting. In soliciting nominees for the Board of Directors, the committee shall,

insofar as possible, provide for representation of the various geographic areas of the state. Nominations

from the floor shall not be allowed at the annual meeting.

Section 3. Audit. The President shall appoint an Audit Committee of three (3)) NAMI - MASS members, at least one of whom shall be a Director. The Committee is responsible for the naming of an auditor who will audit and review the Corporation books and prepare the report for presentation at a meeting of the Board of Directors prior to July I of the new fiscal year. The Treasurer or any past Treasurer shall not be a member of the Audit Committee.

Section 4. Resolutions Committee. The President shall appoint three (3) persons to the resolutions committee. All resolutions to be acted upon at the annual meeting shall be proposed only by affiliates, the Board of Directors, duty constituted committees, or by individual petition. All proposed resolutions shall be submitted in writing to the Resolutions Committee sixty (60) days or more prior to the annual meeting. In the case of an individual petition, the resolutions committee must vote on the merits of each petition to determine its status as a resolution. The resolutions shall then be forwarded to each affiliate for deliberation not less than thirty (30) days prior to the annual meeting.

Section 5. Other Committees. The President shall appoint members to a Bylaws Committee, a Finance Committee and other standing and special committees as needed and approved by a majority of the Board of Directors.

Section 6. Tenure. All committee members shall serve from appointment to a date indicated when appointed or until their successors are appointed.

Section 7. Meetings of Committees. Committees shall meet on call of the chairman of the committee or of the President.

ARTICLE VIII. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Each person who is or was a director. officer, employee. or agent of the Corporation. or is or was serving at the request of the Corporation as a director, officer. employee, trustee or agent of another Corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Corporation in the manner and to the full extent that the Corporation has power to indemnify such person under Chapters 1 80 and

156B of the Massachusetts General Laws as now in effect or hereafter amended; provided, however, that the Corporation shall not so indemnify such person or purchase or maintain indemnity, insurance for the benefit for such a person in the event such indemnification or expenditure would either (1) then constitute an act of "self dealing" or a "taxable expenditure," as defined by Sections 4941 (d) (1 ) and 4945 (d), respectively, of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law), which would give rise to any liability for the excise taxes imposed by Section 4941 (a) or 4945 (2) of said Code as amended, or (2) violate the provisions of said General Laws of Massachusetts then in effect.

ARTICLE IX. AMENDMENT OF BYLAWS

Amendments may be proposed by any I/FM. Any such proposed 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 I/FM shall receive in writing all proposed amendments to the bylaws not less than (30) days prior to the next annual meeting of the members. Proposed amendments shall be presented to the voting membership at such next annual meeting. A two thirds majority of the certified I/FMs voting, in person or by written

proxy, shall be required to amend the bylaws.

ARTICLE X. DISPUTE RESOLUTION

Section 1. Procedure for Dispute Resolution between Affiliates/Proposed Affiliates. The board shall mediate resolution of any dispute between affiliates or between an affiliate and a proposed affiliate. The President shall receive written notice from one or both parties to the dispute, notifying him or her of the existence of the dispute and the names of persons authorized to act on behalf of the disputants. The President shall investigate the dispute and work with the parties to mediate a resolution. In the event that resolution of the dispute cannot be achieved within ninety (90) days from the receipt by the President of written notice of the dispute, the dispute, together with the names of persons authorized to act on behalf of the disputants, shall be referred to the NAM[ Board for final and binding resolution by the NAMI Board.

Section 2. Procedure for Dispute Resolution between NAMI-MASS and Affiliates Proposed Affiliates. The board shall mediate resolution of any dispute between NAMI - MASS and its affiliates or proposed affiliates following the same procedure described in Article X, Section 1.

ARTICLE XI INDEPENDENCE

NAMI - MASS and its affiliates shall be independent of other agencies and advocacy groups not affiliated with NAMI and NAMI - MASS, and shall not share bylaws, articles of Incorporation, or Boards of Directors with such other groups.

ARTICLE XII. SEAL AND LOGO

NAMI - MASS may have a seal. The use of the name, acronym and logo of NAMI and NAMI – MASS shall be in accordance with NAMI policy, and that upon termination of affiliation with or charter by NAMI, the uses of these names, acronyms and logo by an affiliate member or NAM I - MASS shall cease.

ARTICLE XIII DISCRIMINATION

NAMI - MASS and its member affiliates shall not discriminate against any person or group of persons on the basis of race, country of origin, gender, disability, creed, religion, age or handicap in the requirements of membership, its policies and actions.

ARTICLE XIV. AUTHORITY

A current edition of Robert's Rules of Order - Newly Revised shall govern the conduct of business in all applicable cases that are not in conflict with these bylaws,

ARTICLE XV. ADOPTION OF THESE BYLAWS

These are the Current bylaws approved and ratified by two-thirds (2/3) of the I/FM's eligible to vote at the annual meetings of NANI - MASS in May of 1997, May of 1999, and May of 2001.