NAMI Davidson Co. Bylaws
I. Name
A. The name of the organization shall be National Alliance on Mental Illness (NAMI) Davidson County.
II. Mission Statement

A. To improve the quality of life for people with mental illness and their loved ones by providing effective
and innovative support, education and advocacy services.
III. Membership
A. Membership is composed primarily of persons with the lived experience of mental health issues, their friends, families, mental health providers, and/or ally professionals, and people in the community.
B. NAMI Davidson membership categories and costs shall be consistent with the current membership categories of NAMI nationally.

C. Membership is open to all who apply.

D. Affiliate members elect the Board of Directors

IV. Dues

A. Affiliate members pay dues in the month they expire.

V. Board of Directors

A. The Board of Directors shall consist of 5 to 13 members elected by the membership of NAMI Davidson
County.

B. Board Members must be members of NAMI Davidson County in good standing.

C. Board members shall serve 3-year terms.

D. Board members may serve more than one term

F. Board Member may be removed by a two-third vote of Board members present at any meeting, provided
a quorum is present.

G. Vacancies that may occur during the year shall be filled by the Board with the recommendation of the
Executive Director and the Nominating Committee.

H. Each Board member shall provide a physical address, electronic mail address, telephone numbers, and
other means of contact to be used for contacting Board members. Any notices required by these By Laws
may be sent by electronic mail, or delivery to the Board member’s physical address. It is the responsibility of
the Board member to keep the President, Secretary, and Executive Director apprised of the Board member’s
changes to contact information.

I. Board members shall serve without pay.

VI. Officers

A. The officers of the Board shall consist of a President, Vice President, Secretary, and Treasurer nominated
and elected by the Board.

1. President – Presides over meetings, works directly with Executive Director, sets meeting agendas,
creates ad hoc committees, acts as spokesperson for the board.

2. Vice President -Takes the role of the President when the President is absent from meetings.

3. Secretary – Responsible for taking meeting minutes or, if that role is filled by a staff member, revising
them.

4. Treasurer – Responsible for reporting the fiscal picture of the organization. Ideally, this person will have a background in accounting or finance and receive reports from the Executive Director to make sure the organization’s budget is on track.

5. Elected officers will serve a term of one year.

6. Officers may serve more than one term if re-elected.

VII. Committees

A. Committees shall be formed from time to time as the need is determined by the Board of Directors.

B. Standing committees may be chaired by members of NAMI Davidson County other than Board members, but in all cases, a Board liaison will be appointed.

C. There shall be a standing Finance Committee chaired by the Treasurer and responsible to work with the Executive Director and other related staff members to prepare the annual budget and to ensure that the organization is operating according to ethical and sound fiscal practices.

VIII. Meetings

A. Regular Board Meetings will be held monthly.

B. Board members who miss 3 consecutive meetings without giving notice or reason for absence will be assumed to have resigned and will be replaced by the Board. They will be notified in writing after missing two meetings.

C. Special meetings may be held at any time when called for by the President or a majority of Board members.

D. Agendas for special meetings shall be provided at least 2 days in advance.

E. Meetings will be run according to accepted nonprofit parliamentary procedures.

F. A meeting of the membership will be held annually. The time, date and location within Davidson County, Tennessee will be determined by a vote of the Board of Directors. Notice shall be delivered to members in good standing at least 10 days prior to the meeting via US Mail and/or email. New board members will be elected by majority vote of the members present at the meeting.

IX. Voting

A. For voting purposes a quorum shall consist of 25% of the current Board.

B. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.

C. Unless specified otherwise in these by-laws passage of a motion requires a simple majority (i.e., one more than half the members present.)

D. Proxy voting is discouraged, but when unavoidable, a Board member may send a proxy notice to an officer at least 24-hours in advance of the meeting where a vote is to take place.

E. The proxy notice must contain the name of the Board member, the name of the proxy, and the length of time the proxy may vote in the stead of the Board member.

F. The proxy must be present at the Board meeting.

G. A proxy notice may not extend beyond 48 hours.

H. Only members in good standing may vote at the annual meeting. Voting may be done by ballot or hand count at the discretion of the president or his/her representative.

X. Conflict of Interest

A. Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance
of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that
member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse
him/herself and refrain from discussion and voting on said item in accordance with the current policy and
the Articles of Incorporation.
XI. Fiscal Policies

A. The fiscal year of the organization shall be July 1 to June 30

B. The organization will operate within an annual budget prepared by the Executive Director and related
staff with the assistance of the Treasurer and Finance Committee and approved by the Board of Directors.

C. The organization will operate under fiscal policies consistent with those set forth in the annual
TDMHSAS contract.

XII. Amendments

A. Amendments to these By Laws shall be proposed at least one week prior to the monthly Board
meeting. Notice of said meeting shall state that there will be discussion of the proposed change and shall
include a copy of the proposed change. Proposed amendments must be approved by a two third vote by
Board members present, provided a quorum is in attendance.

XIII. Dissolution

A. In the event NAMI Davidson County should be dissolved, distribution of its assets shall be made at the
discretion of the Board of Directors and in accordance with the Articles of Incorporation, to an organization in
service to the mentally ill or for furtherance of its education, research and advocacy objectives.

IXV. Use of NAMI Name and Logo

A. NAMI Davidson County acknowledges that the National Alliance on Mental Illness (NAMI) controls the use of the name, acronym and logo of NAMI and NAMI Davidson County, and that use of the logo, and the name shall be in accordance with NAMI identity standards. Upon termination of affiliation with or charter by NAMI, the use of these names, acronyms and logo by NAMI Davidson County

Adopted by the NAMI Davidson Board of Directors June 2016