2. Overview of the Corporate Structure of NAMI

3. IN 1980, NAMI WAS ESTABLISHED AS A CORPORATION WITH THREE CLASSES OF VOTING MEMBERS Individual Members State Organizations Affiliates

4. THESE MEMBERS AGREE TO BE GOVERNED BY A HIERARCHY OF RULES... Individual Members State Organizations Affiliates RULES

5. “ Articles of Incorporation Bylaws THE FOUNDATIONAL RULES OF THE CORPORATION ARE FOUND IN THE ARTICLES OF INCORPORATION AND THE BYLAWS...

6. IN GENERAL... ARTICLES OF INCORPORATION GOVERN THE CORPORATION’S RELATIONSHIP TO THE STATE AND ITS LAWS BYLAWS GOVERN THE RELATIONSHIP OF MEMBERS TO ONE ANOTHER

7. THESE RULES PROVIDE A FRAMEWORK FOR THE DAY TO DAY MANAGEMENT OF THE CORPORATION, WHICH IS ENTRUSTED TO AN ELECTED BOARD OF DIRECTORS: Article 6: “The day to day affairs of the corporation shall be managed by its board of directors.”

8. IN FULFILLING ITS RESPONSIBILITIES, THE BOD IS AUTHORIZED TO SET ADDITIONAL RULES, CALLED POLICIES AND PROCEDURES. POLICIES AND PROCEDURES HAVE THE SAME EFFECT AS BYLAWS AND ARE BINDING ON THE MEMBERS.

9. BYLAWS ARTICLE I.3.f.5 “ Each Organization shall acknowledge that NAMI controls the use of the name, acronym and logo of NAMI and AMI, that their use shall be in accordance with NAMI policy.”

10. Article V, Section 5 (Bylaws) “In addition to the responsibilities vested in them by these Bylaws, the directors shall be vested with the responsibility to execute the corporate purposes as stated in the Statement of Purpose contained in the Articles of Incorporation and the expressed consensus of the members. ” THE RESPONSIBILITIES GIVEN TO THE BOD BY THE MEMBERS ARE BROAD:

11. And further…. “It shall be the continuing responsibility of the Board of Directors to evaluate the overall function of the organization to ensure that the purposes are being adequately served”.

12. Corporate Purpose: “To Serve as a national association of state and local advocacy groups dedicated to the eradication of mental illness and the improvement of the quality of life of all who are affected by these Illnesses through the following: Coordination of activities of state and local advocacy groups Serving as an information collection and dissemination center Monitoring existing health care facilities, staff, and programming for adequacy and accountability

13. Promotion of new and remedial legislation Fostering public education Pressing for quality institutional and non- institutional care and individualized treatment of the mentally ill Promotion of community support programs, including appropriate living arrangements linked with supportive social, vocational rehabilitation and employment programs Providing for family support

14. Promotion of research (preventive, treatment, rehabilitation and cure) Improvement of private and governmental funding for mental health facilities and services, care and treatment, and residential and research programs Liaison with other national and international mental health organizations Delineation and enforcement of patient and family rights Soliciting and receiving funds in support of all of the above.

15. THUS, the BOD has been given responsibility for: 1) “managing the day-to-day affairs of the Corporation,” 2) “executing the corporate purpose”, 3) evaluating the overall function of the organization to “ensure that the purposes are being adequately served”, and 4) Determining the “expressed consensus of the members. ”

16. NOTE: IN FULFILLING ITS RESPONSIBILITIES, IT IS EXPECTED THAT THE BOARD OF DIRECTORS WILL MAKE EFFORTS TO DETERMINE THE “EXPRESSED CONSENSUS” OF THE MEMBERS.

17. WHEN THE BOARD IS ACTING TO ACHIEVE THE “CORPORATE PURPOSE” AND IT HAS MADE ADEQUATE EFFORTS TO DETERMINE THE “EXPRESSED CONSENSUS” OF THE MEMBERS, IT HAS BROAD POWERS TO FULFILL IT’S RESPONSIBILITIES...

18. Example 1: The BOD Sets the Dues Required to Belong to NAMI Article 1, Section 2. Voting Members [Three classes of members] “that accept the mission of the NAMI organization and pay the annual dues in the amount and manner established from time to time for voting members by resolution of the Board of Directors of NAMI.”

19. Example 2: The BOD RESERVES TO ITSELF THE AUTHORITY TO DETERMINE THE STANDING OF AN AFFILIATE The BOD shall prescribe: 1. Procedures for granting of membership status to Affiliate and charters to Organizations

20. 3. Procedures for the termination of the membership of Affiliates and the charter of Organizations or taking other actions upon failure of an Affiliate or Organization to comply with these Bylaws and chartering criteria.

21. EXAMPLE 3: THE BOD RESERVES TO ITSELF THE RIGHT TO SETTLE DISPUTES AMONG ITS MEMBERS: ARTICLE I, SECTION 2,(3)(f)(vii)… in the event resolution of a dispute cannot be achieved within 90 days, “the dispute…shall be referred to the NAMI Board of Directors for final and binding resolution of the NAMI Board.”

22. EXAMPLE 4: THE BOD IS AUTHORIZED TO ACT DECISIVELY AND CREATIVELY WHEN APPROPRIATE: ARTICLE I, SECTION 5,(3)… “Failure of an Affiliate or Organization to comply with the NAMI Bylaws and affiliation or chartering criteria of the NAMI Board may result in termination of affiliation or charter, or such other actions as the Board may deem appropriate.”

23. EXAMPLE 5: THE BOARD IS RESPONSIBLE FOR CONTINUING OVERSIGHT OF THE ORGANIZATION TO EVALUATE WHETHER IT IS ACHIEVING ITS PURPOSES : Article V, Section 5 “It shall be the continuing responsibility of the BOD to evaluate the overall function of the organization to ensure that the purposes are being adequately served.”

24. NOTE: THIS PROVISION CERTAINLY GIVES THE BOD AUTHORITY IF NOT RESPONSIBILITY TO REGULARLY SURVEY ITS MEMBERS TO DETERMINE THEIR ACTIVITIES AND EFFECTIVENESS.

25. EXAMPLE 6: THE BOARD MAY DELEGATE (SOME OF) ITS AUTHORITY TO THE EXECUTIVE DIRECTOR OR TO A BOARD COMMITTEE: Article VII: “The Executive Director shall exercise such authority and perform such duties as the Board of Directors may from time to time assign to the Executive Director”

26. ARTICLE VI, SECTION 2 “The BOD by resolution adopted by a majority of the Directors in office may designate standing committees of the Directors. Such Committees, to the extent provided in such resolution, shall have and exercise the authority of the BOD in the management of the Corporation.”

27. In Summary, MEMBERS of the Corporation are Governed by a Hierarchy of Rules and Procedures: The rules move from the general to the specific, from the seldom-modified to the easily-modified. At the top of NAMI’s Hierarchy are 1. Articles of Incorporation, 2. Next are Bylaws, and finally there are 3. Policies and Procedures set by the Board of Directors,

28. THESE RULES AND PROCEDURES FORM A SEAMLESS AUTHORITY VESTED IN THE BOD Individual Members State Organizations Affiliates BOD Articles, By-Laws, Policies & Procedures

29. MEMBERSHIP IN THE NAMI CORPORATION BESTOWS BOTH AUTHORITY AND RESPONSIBILITY ON ITS MEMBERS...

30. For example, Affiliates are granted the following Authorities: 1. To use the name NAMI 2. To vote according to the bylaws 3. To organize and assist local support groups 4. To provide local information and referral services 5. To conduct community education 6. To interact with local professionals

31. 7. To involve other community groups in the NAMI agenda 8. To work with the local media on matters related to mental illness 9. To report on local issues and needs to their Organization, 10. To engage in local fundraising for Affiliate, Organizational and NAMI offices and programs, and to 11. Engage in grass roots advocacy on local, state and federal issues.

32. In Exchange, Affiliates Have the Following Responsibilities : 1. Pay dues set by the BOD 2. Include NAMI in their name and acknowledge that NAMI controls usage of the name 3. Become members of their respective NAMI chartered State Organization 4. Comply with NAMI Bylaws, affiliation or chartering criteria, and Policies set by the NAMI Board

33. Chartered States are Granted these Authorities: 1. To be the sole state organization representing NAMI in their state 2. To develop a mental illness agenda within their respective state which reflects the needs of all areas of their respective states 3. To conduct advocacy at state level within the legislative, executive and judicial branches 4. To monitor the activities and budgets of state agencies

34. 6. To support Affiliates by: a) organizing new Affiliates b) providing a state information and referral service, c) providing technical assistance to Affiliates, d) conducting state conferences, and 7. To report on state issues to NAMI. 5. To encourage coordination of local advocacy

35. 8. To Mediate disputes between its members by procedures and standards established by the Organization Bylaws. 9. To implement NAMI “Signature” Programs

36. State Organizations have the following Responsibilities: 1. Pay dues to NAMI 2. Include NAMI in their name and acknowledge that NAMI controls usage of the name 3. Be incorporated as a not for profit in State 4. Establish Bylaws that: a) have mission consistent with NAMI b) grants membership to all I/FMs and associate members of affiliates

37. C) Assure equal access to the process of nominating and electing members of the Organization’s BOD and other matters, and insure representation of the interests of… consumers, minorities, ages, urban, rural, and other geographical areas within the state.

38. 5. Remain independent of other agencies and advocacy groups not affiliated with NAMI, and not share bylaws, or boards of directors D. Assure that neither it nor any member Affiliate shall discriminate on the basis of race, disability, creed, sex, religion, or age in the requirements for membership, its policies or actions.

39. BYLAWS ARTICLE I.3.f.5 “ Each Organization shall acknowledge that NAMI controls the use of the name, acronym and logo of NAMI and AMI, that their use shall be in accordance with NAMI policy…” THE ENFORCEMENT AUTHORITY OF THE BOD STEMS FROM TWO SOURCES: 1) Its authority to grant and to terminate membership status in the corporation.

40. “The BOD shall prescribe: 1. Procedures for granting of membership status to Affiliate and charters to Organizations”

41. “Section 6, The BOD shall prescribe: 3. Procedures for the termination of the membership of Affiliates and the charter of Organizations or taking other actions upon failure of an Affiliate or Organization to comply with these Bylaws and chartering criteria.”

42. However...Good stewardship of the “corporate purpose” by the BOD requires that it do more than set policies and administer consequences for failing to adhere to those policies. A BOD engages in three other acts of Stewardship:

43. 1. The BOD ascertains the “expressed consensus of the members” through advisory councils, surveys, dialogue and retreats such as the Leadership Institute. 2. The BOD engages in strategic planning and set goals and standards by which to measure the progress and advancement of the Corporate Purpose.

44. 3. The BOD provides resources to enable members to achieve the Corporate Purposes through, for example, the resources of its National Office.

45. NAMI CORPORATION: A FEW VITAL STATISTICS I. BUDGETS State Organization = $15M Affiliates= 3M National = 8M Total = $26M II. STAFFState & Affiliates= 240 National= 75 Total= 315

46. OVERVIEW OF THE NAMI MEMBERSHIP 1. 1140 Chartered affiliates, 978 Active average number of members = 67 median number of members = 34 2. 178 affiliates have more than 100 members representing 62% of NAMI membership More than 800 remaining = 38% 3. 98% of NAMI members are in affiliates > 11 members 62% of NAMI members…………………> 100 members 14% of NAMI members………………….>500 members

47. Overview of National Office Resources available to the Members