California Network of Mental Health Clients





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Bylaws

ARTICLE 1: OFFICES

SECTION 1. PRINCIPAL OFFICE

The principal office of the corporation for the transaction of the business is located in Sacramento County California

SECTION 2. CHANGE OF ADDRESS

The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may; however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such change of address shall not be deemed an amendment of these Bylaws.

SECTION 3. OTHER OFFICES

The corporation may also have offices at such other places within or without the State of California where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time designate.

ARTICLE 2: PURPOSES

SECTION 1. MISSION STATEMENT

The purpose of the California Network of Mental Health Clients is to support and encourage mental health clients to live at the highest level possible while enjoying full civil and human rights.

SECTION 2. OBJECTIVES AND PURPOSES

The primary objectives and purposes of this corporation shall be:

a) to empower clients of the mental health system through self-help groups and networking statewide;

b) to confront stigmatizing attitudes about mental health clients in the public, the media, the mental health system, and within mental health clients themselves;

c) to provide a strong voice of, by and for mental health clients, to be heard on all issues concerning clients and public policies affecting them in the government, the media and the community;

d) to promote and instill the rights of clients in and out of treatment situations, with special attention to the right of freedom of choice;

e) to provide every possible reasonable accommodation to enable persons with a psychiatric disability to work and provide a range of employment opportunities from subsidized pre-vocational training and on-the-job skills development to employment comparable to non-disabled individuals in similar positions.

f) Other : All other activities and programming relating to mental health client empowerment and our vision or mission.

ARTICLE 3: MEMBERS

SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS

The corporation shall have only one class of members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation or Bylaws of this corporation, all members shall have the same rights, privileges, restrictions, and conditions.

SECTION 2. QUALIFICATION OF MEMBERS

Only persons who have been, now, are, or have been considered "psychiatrically disabled", or are past or present psychiatric clients/inmates are qualified to be members of this organization.

SECTION 3. ADMISSION OF MEMBERS

Applicants shall be admitted to membership on making application therefore in writing and on payment of the first annual dues, as specified in the following sections of this ByLaw.

SECTION 4. FEES, DUES, AND ASSESSMENTS

a) No fee shall be charged for making application for membership in the corporation.

b) The annual dues payable to the corporation by members shall be in such amount as may be determined from time to time by resolution of the Board of Directors.

c) Memberships shall be non-assessable.

d) A sliding fee shall be charged for annual dues but no one who is otherwise eligible for membership shall be excluded for lack of funds.

SECTION 5. NUMBERS OF MEMBERS

There is no limit on the number of members the corporation may admit.

SECTION 6. MEMBERSHIP BOOK

The corporation shall keep a membership file containing the name and address of each member. Termination of the membership of any member shall be recorded in the file together with the date of termination of such membership. Such file shall be kept at the corporation's principle office and shall be available for inspection by any director or member of the corporation during regular business hours. Any director or member of the corporation may request a copy of the membership list by submitting a written explanation of how it will be used.

The record of names and addresses of the members of this corporation shall constitute the membership list of this corporation and shall not be used, in whole or part, by any person for any purpose not directly related to a member's interest as a member, and confidentiality shall be respected.

SECTION 7. NONLIABILITY OF MEMBERS

A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of corporation.

SECTION 8. NON TRANSFERABILITY OF MEMBERSHIPS

No member may transfer for value a membership or any right arising therefrom. All rights of membership cease upon the member's death.

SECTION 9. TERMINATION OF MEMBERSHIPS

a) Grounds for termination. The membership of a member shall terminate upon the occurrence of any of the following events:

(1) Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or the date of deposit in the mail.

(2) Upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation.

(3) Upon a failure to renew his on her membership, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the membership secretary. A member may avoid such termination by signifying an interest in continuing as a member within a thirty (30) day period following the member's receipt of the written notice of membership expiration.

b) Procedure for expulsion. Following the determination that a member should be expelled under subparagraph (a) (2) of this section, the following procedure shall be implemented:

(1) A notice shall be sent by first-class or registered mail to the last address of the member as shown on the corporation's records, setting forth the expulsion and the reasons therefor. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion.

(2) The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the Board of Directors in accordance with the quorum and voting rules set forth in these Bylaws applicable to meetings of the Board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.

(3) Following the hearing, the Board of Directors shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board shall be final.

(4) Any person expelled from the corporation shall receive a refund of dues already paid. The refund shall be prorated to return only the unaccrued balance remaining for the period of dues payment.

SECTION 10. RIGHTS ON TERMINATION OF MEMBERSHIP

All rights of a member in the corporation shall cease on termination of membership as herein provided.

SECTION 11. AMENDMENTS RESULTING IN THE TERMINATION OF MEMBERSHIPS

Notwithstanding any other provision of these ByLaws, if any amendment of the Articles of Incorporation or of the ByLaws of this corporation would result in the termination of all memberships or any class of memberships, then such amendment or amendments shall be effective only in accordance with the provisions of Section 5342 of the California Nonprofit Public Benefit Corporation Law.

ARTICLE 4: MEETINGS OF MEMBERS

SECTION 1. PLACE OF MEETINGS

Meetings of members shall be held at the principal office of the corporation or at such other place or places within or without the State of California as may be designated from time to time by resolution of the Board of Trustees.

SECTION 2. ANNUAL AND OTHER REGULAR MEETINGS

The members shall meet annually in Regions at the date, place and time specified by the Regional Directors for the purpose of electing Directors and transacting other business as may come before the meeting. The names are the Far South Region, the South Region, the Bay Area Region, the Central Valley Region, and the Far North Region. The boundaries of the geographical regions shall be accorded by resolution of the Board of Directors.

Cumulative voting for the election of Directors shall not be permitted. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected. Each voting member shall cast one vote, with voting being by written ballot only.

The annual meeting(s) of members for the purpose of electing Directors shall be deemed regular meetings and any reference in these ByLaws to regulars meetings of members refers to these annual meetings.

Other meetings of the membership may be held at the date, time and place designated by the Board of Directors provided that proper notice is given in accordance with these ByLaws.

SECTION 3. SPECIAL MEETINGS OF MEMBERS

Persons Who May Call Special Meetings of Members. Special meetings of the members shall be called by the Board of Directors or the President of the Corporation.

In addition, special meetings of the members for any lawful purpose maybe called by five percent (5%) or more of the members.

SECTION 4. NOTICE OF MEETINGS

(a) Time of Notice. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Secretary of the corporation not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who, on the record date for the notice of the meeting, is entitled to vote thereat : provided, however, that if notice is given by mail and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given twenty (20) days before the meeting.

b) Manner Of Giving Notice. Notice of a members' meeting or any report shall be given either personally or by mail or other means of written communication, addressed to the member at the address of such member appearing on the books of the corporation or given by the member to the corporation for the purpose of notice; or if no address appears or is given, at the place where the principal office of the corporation is located, or by publication of notice of the meeting at least once in a newspaper of general circulation in the county in which the principal office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

(c) Contents of Notice. Notice of a membership meeting shall state the place, date, and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of a regular meeting, those matters which the Board, at the time notice is given, intends to present for action by the members. Subject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at a regular meeting for such action. The notice of any meeting of members at which Trustees are to be elected shall include the names of all those who are nominees at the time notice is given to the members.

(d) Notice of Meetings Called by Members. If a special meeting is called by members as authorized by these Bylaws, the request for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail or by telegraph to the President, Vice President, or Secretary of the corporation. The officer receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will be held, stating the date of the meeting. The date for such meeting shall be fixed by the Board of Trustees and shall not be less than thirty-five (35) nor more than ninety (90) days after the receipt of the request for the meeting by the officer. If the notice is not given within twenty (20) days after receipt of the request, persons calling the meeting may give the notice themselves.

(e) Waiver of Notice of Meetings. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present in person, and if either before or after the meeting, each of the persons entitled to vote, not present in person, signs a written waiver of notice or a consent the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members', except that if action is taken or proposed to be taken for approval of any of the matters specified in subparagraph (f) of this section, the waiver of notice or consent shall state the general nature of the proposal.

(f) Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:

(1) Removal of directors without cause;

(2) Filling vacancies on the Board by members;

(3) Amending the Articles of Incorporation; and

(4) An election to voluntarily wind up and dissolve the corporation.

SECTION 5. QUORUM FOR MEETINGS

A quorum for regional membership meetings shall be set at twenty (20) people or 10 %, whichever is higher.

A quorum at statewide meetings shall consist of fifty (50) members or 10 % of the Membership, whichever is higher.

The members present at a duly called and held meeting at which a quorum is initially present may continue to do business not withstanding the loss of a quorum at the meeting due to the withdrawal of members from the meeting.

When a meeting is adjourned for lack of a sufficient number of members at the meeting or otherwise, it shall not be necessary to give any notice of the time and place of the adjournment meeting or of the business to be transacted a such meeting other than by announcement at the meeting at which the adjournment is taken. However, if after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member, who, on the record date for the notice of meeting, is entitled to vote at the meeting. A meeting shall not be adjourned for more than forty-five (45) days.

Notwithstanding any other provisions of this Article, if this corporation authorizes members to conduct a meeting with a quorum of less than one third (1/3) of the voting power, then, if less than one-third (1/3) of the voting power actually attends a regular meeting, in person, then no action may be taken on a matter unless the general nature of the matter was stated in the notice of the regular meeting.

SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTION

Every act or decision done or made by a majority of voting members present in person at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Article of Incorporation of this corporation, or these Bylaws require a greater number.

SECTION 7. VOTING RIGHTS

Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meeting shall be held by voice vote. Election of Directors, however, shall be by ballot.

SECTION 8. PROXY VOTING

Members entitled to vote shall be not be permitted to vote or act by proxy and no provision in the ByLaws referring to proxy voting shall be construed to permit any member to vote or act by proxy.

SECTION 9. CONDUCT OF MEETINGS

The Board of Directors, by majority vote, shall appoint a Chairman to preside over each meeting of the members of the corporation and shall appoint someone to act as Secretary of the meeting.

Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation, or with any provision of law.

SECTION 10. ACTION BY WRITTEN BALLOT WITHOUT A MEETING

Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to every member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the corporation. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 4(b) of the Article.

All written ballots shall also indicate the number of responses needed to meet the quorum requirement, and except for ballots soliciting votes for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the corporation in order to be counted.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Directors may be elected by written ballot. Such ballots for the election of Directors shall list the persons nominated at the time the ballots are mailed or delivered. If any such ballots are marked "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld, they shall not be counted as votes either for or against the election of a Director.

A written ballot may not be revoked after its receipt by the corporation or its deposit in the mail, whichever occurs first.

SECTION 11. REASONABLE NOMINATION AND ELECTION PROCEDURES

This corporation shall make available to members reasonable nomination and election procedures with respect to the election of Directors by members. Such procedures shall be reasonable given the nature, size, and operations of the corporation, and shall include:

a) A reasonable means of nominating persons for election as Directors.

b) A reasonable opportunity for a nominee to communicate to the members the nominee's qualifications and the reasons for the nominee's candidacy.

c) A reasonable opportunity for all nominees to solicit votes.

d) A reasonable opportunity for all members to choose among the nominees.

e) Not less than 66 % of the Directors shall be elected from among the membership.

Upon the written request by any nominee for election to the Board and the payment with such request of the reasonable costs of mailing (including postage) the corporation shall, within ten (10) business days after such request (provided payment has been made) mail to all members or such portion of them that the nominee may reasonably specify, any material which the nominee shall furnish and which is reasonably related to the election, unless the corporation within five (5) business days after the request allows the nominee, at the corporation's option, the right to do either of the following: (1) inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon five (5) business days' prior written demand upon the corporation, which demand shall state the purpose for which the inspection rights are requested; or (2) obtain from the Secretary, upon written demand and payment of a reasonable charge, 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 it has been compiled or as of any date specified by the nominee subsequent to the date of demand. The demand shall state the purpose for which the list is requested and the membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the demand is received or after the date specified therein as the date of which the list is to be compiled.

If the corporation distributes the written election material soliciting votes for any nominee for Director at the corporation's expense, it shall make available, at the corporation's expense, to each other nominee, in or with the same material, the same amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election.

Generally, any person who is qualified to be elected to the Board of Directors shall be nominated at the annual meeting of members held for the purpose of electing Directors by any member present at the meeting in person or by proxy. However, if the corporation has five hundred (500) or more members, any of the additional nomination procedures specified in subsections (a) and (b) of Section 5521 of the California Nonprofit Public Benefit Corporation Law may be used to nominate persons for election to the Board of Directors.

If this corporation has five thousand (5,000) or more members, the nomination and election procedures specified in Section 5522 of the California Nonprofit Corporation Law shall be followed by this corporation in nominating and electing persons to the Board of Directors.

SECTION 12. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT A MEETING

Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing to the action. The written consent shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.

SECTION 13. RECORD DATE FOR MEETINGS

The record date for purposes of determining the members entitled to notice, voting rights, written ballot rights, or any other rights with respect to a meeting of members or any other lawful membership action, shall be fixed pursuant to Section 5611 of the California Nonprofit Public Benefit Corporation Law.

ARTICLE 5; LOCAL AFFILIATES

SECTION 1: DEFINITION

An Affiliate shall be a group of ten or more clients that have been granted status as an Affiliate of CNMHC. Affiliates must be independent of other mental health agencies or advocacy organizations. Affiliate status does not indicate corporate responsibility by the California Network of Mental Health Clients.

SECTION 2: NAME

An Affiliate shall include "An Affiliate of the California Network of Mental Health Clients" in all published materials.

SECTION 3: MEMBERSHIP

An Affiliate must be composed entirely of mental health clients, as defined in Article 3, Section 2, of these Bylaws.

SECTION 4: MISSION

An Affiliate must agree with the mission and purposes of the CNMHC, as defined in Article 2, Sections 1 and 2 of these Bylaws.

SECTION 5: RESPONSIBILITIES

a. There are no dues for affiliates. The affiliate is responsible for the collection of individual membership dues and then forwarding of these dues to the California Network of Mental Health Clients in a timely manner.

b. Affiliate will provide the CNMHC with a list of members, who will become members of the CNMHC.

c. Affiliate will advise the Board on local issues.

ARTICLE 6: DIRECTORS

Two (2) Directors shall be elected at membership meetings held in the geographic regions, two (2) Directors for each region. The geographic regions are designated as the Far South Region, the South Region, the Bay Area Region, the Central Valley Region and the Far North Region. The Directors shall be called Regional Directors.

Regional Directors must live in the region from which they have been elected. If a Regional Director moves away from the region, he/she must vacate his/her seat.

Two Alternate Directors shall be elected at each regional membership meeting, to fill a seat from his/her region if it should become vacant.

Up to five (5) Directors will be appointed by the elected Regional Directors to represent the interests and populations of the state.

SECTION 2. POWERS

Subject to the Provisions of the California Nonprofit Public Benefit Corporation Law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised under the direction of the Board of Directors.

SECTION 3. DUTIES

It shall be the duty of the Directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws.

(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation.

(d) Meet at such times and places as required by these Bylaws.

(e) Register their names and addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

SECTION 4. TERMS OF OFFICE

One-half (1/2) of the Board of Directors shall be elected/appointed annually to serve a two (2) year term.

The term of any Director shall commence at the first face-to-face Board meeting following his/her election or appointment. The term of the elected Directors shall expire at the time of the first annual face-to-face Board meeting following the annual regional elections held in the year in which his/her term is to expire. Regions shall have the right to recall an elected Board Member at their annual Regional Meeting. The term of the appointed Directors shall expire at the first face-to-face Board meeting following the annual regional membership meetings held in the year in which his/her term expires. Directors shall continue to hold office for the term specified or until a successor is elected and qualified. Board Members shall not serve more than two (2) consecutive terms.

SECTION 5. COMPENSATION

Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending Board meetings. In addition, they shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than Director unless such compensation is reasonable and is allowable under the provision of Section 6 of this Article.

SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS

Notwithstanding any other provisions of these Bylaws, not more than forty-nine percent (49) of the persons serving on the Board may be interested persons. For the purposes of this Section, interested persons means either:

(a) any person currently being compensated by the corporation for services rendered it within the previous twelve (I2) months, whether as full or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation to a Director as Director; or (b) any brother, sister, ancestor, descendent, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

SECTION 7. PLACE OF MEETINGS

Meetings shall be held at the principal office of the corporation, unless otherwise provided by the Board, or at such place within or without the State of California which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the written consent of all Directors given either before or after the meeting and filed with the Secretary of the corporation or after all Board members have been given written notice of the meeting as hereinafter provided for special meetings of the Board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another.

SECTION 8. REGULAR AND ANNUAL MEETINGS

There shall be a minimum of four (4) regular meetings of the Board of Directors each year, including the annual Directors meeting at which the Executive Committee members are chosen.

SECTION 9. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairman of the Board, the President of the Board, the Vice-President, the Secretary, or by any two Directors, and such meetings shall be held at the place within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation at the principal office of the corporation.

SECTION 10. NOTICE OF MEETINGS

Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon four (4) days notice by first-class mail or forty-eight (48) hours notice delivered personally or by telephone or telegraph. If sent by mail or telegram, the notice shall be deemed to be delivered on its deposit in the mail or on its delivery to the telegraph company. Such notices shall be addressed to each Director at his/her address as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place of the adjourned meeting are fixed at the adjourned meeting and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to Directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

SECTION 11. CONTENTS OF NOTICE

Notice of meetings not herein dispensed with shall specify the place, day, and hour of the meeting. The purpose of any Board meeting need not be specified in the notice.

SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS

The transaction of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate record or made part of the minutes of the meeting.

SECTION 13. QUORUM FOR MEETINGS

A quorum shall consist of a majority of the Board of Directors.

Except as otherwise provided by these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum as hereinafter defined, is not present, and the only motion which the President or Chairperson may entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting , other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.

The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to the withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or by the Articles of Incorporation or Bylaws of this corporation.

SECTION 14. MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of California Nonprofit Public Benefit Corporation Law' particularly these provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a Director has a material financial interest (Section 5233), and indemnification of Directors (Section 5233e).require a greater percentage or different voting rules for approval of a matter by the Board.

SECTION 15. CONDUCT OF MEETINGS

Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law.

SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING.

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting if all members of the Board shall individually -or collectively consent in writing to such action. For the purposes of this Section only, "all members of the Board" shall not include any "interested Director" as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the Director to so act, and such statement shall be prima facie evidence of such authority.

SECTION 17. VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death, resignation, or removal of any Director.

If this corporation has any members, then, if the corporation has less than fifty (50) members, Directors may be removed with cause by a majority of all members, or, if the corporation has fifty (50) or more members, by vote of a majority of the votes represented at a membership meeting at which a quorum is present.

If this corporation has no members, Directors may be removed without cause by a majority of the Directors then in office.

Any Director may resign effective upon giving written notice to the President or Secretary of the Board, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General. Vacancies on the Board may be filled between annual meetings by the following means: Vacancies may be filled by duly elected persons who have been elected as Alternate Directors in their respective regions.

A person elected by the membership to fill a vacancy on the Board of Directors as provided in this section shall hold office until his/her term expires or until his/her death, resignation, or removal from office.

SECTION 18. NON-LIABILITY OF DIRECTORS

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

To the extent that a person, who is, or was, a Director, officer, employee, or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative, or investigative proceeding brought to procure a judgment against such person by reason of the fact that he/she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with, the requirements of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

SECTION 20. INSURANCE FOR CORPORATE AGENTS

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director., officer, employee, or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agents status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5233 Of the California Nonprofit Public Benefit Corporation Law.

SECTION 21. QUALIFICATIONS OF DIRECTORS

Anyone who is directly involved in administering involuntary commitment and/or forced treatment is forbidden from being nominated to the Board of Directors or to remain on the Board of Directors.

ARTICLE 7: OFFICERS

SECTION 1. NUMBER OF OFFICERS

The officers of this corporation shall be a President, 2 Vice-presidents, a Secretary, and a chief financial officer who shall be designated the Treasurer. The corporation may also have, as determined by the Board of Directors, other Vice-Presidents, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President.

SECTION 2. QUALIFICATION, ELECTION, AND TERMS OF OFFICE

Any member may serve as officer of this corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his/her successor shall be elected and qualified, whichever occurs first.

No member of the Board of Directors may also serve as permanent or regular payroll staff of the corporation.

SECTION 3. SUBORDINATE OFFICERS

The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board.

SECTION 4. REMOVAL AND RESIGNATION

Any officer may be removed, with cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.

SECTION 5. VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled temporarily by majority vote of the Executive Committee until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board may determine.

SECTION 6. DUTIES OF PRESIDENT

Chair, according to Robert's Rules of Order, all Board of Directors meetings and statewide annual membership meetings.

Represent the organization at functions and with funders, when feasible.

Interpret the programs, policies, procedures and objectives of the CNMHC.

Shall sign all official documents approved by the Board of Directors for the Association, or shall delegate, with approval of the Board of Directors, such responsibility.

Shall present an annual report at the Annual Membership meeting(s).

SECTION 7. DUTIES OF THE FIRST VICE PRESIDENT

In the absence of the President, or in the event of his/her inability to act, the first Vice-president shall perform all the duties of the President.

Shall serve as statewide Conference Coordinator.

Shall serve in such capacities as assigned by the President or the Board of Directors.

SECTION 8. DUTIES OF SECOND VICE PRESIDENT

In the absence of the President and/or first Vice-president or in the event of his/her/their inability to act, shall perform all the duties of the President or first Vice-president.

Shall serve in such capacities as assigned by the President of the Board of Directors.

SECTION 9. DUTIES OF THE SECRETARY

Be responsible for the taking and recording accurate minutes of all meetings and for their distribution to the Officers and Board of Directors.

Cause to be kept at the principal office of the corporation, a book or recording of minutes of all Board of Directors and Standing Committee meetings as well as state and regional meetings of the members.

Cause to be kept at the principle office of the corporation a membership list containing the names and addresses of all members.

Cause to be kept and maintained a list of all committees of the Board of Directors and their members and make them available as requested.

SECTION 10. DUTIES OF THE TREASURER

Shall monitor all fiscal affairs of the corporation.

Shall cause to be prepared an annual budget, in consultation with the Finance Committee, for the coming fiscal year.

Shall report to the Board of Directors on all financial matters, and annually to the members.

SECTION 11. COMPENSATION

The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he/she is also a Directors of the corporation, provided, however, that such compensation paid a Director for serving as an officer of this corporation shall only be allowed if permitted under the provisions of ARTICLE 5, SECTION 6, of these ByLaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered the corporation which relate to the performance of the charitable or public purposes of this corporation.

ARTICLE 8: COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE

The Board of Directors may, by a majority vote of the Directors then in office, designate five (5) or more of its members, including all officers, to constitute an Executive Committee. Each of the five (5) Regions shall be represented on the Executive Board. Any of the powers and authority of the Board in the management of the business and affairs of the corporation may be delegated to such Committee except with respect to:

(a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.

(b) The filling of vacancies on the Board or on any committee which has the authority of the Board.

(d) The amendment of new Bylaws or repeal of Bylaws or the adoption of new Bylaws.

(e) The amendment or repeal of any resolution of the Board which by its express terms is not so amenable or repealable.

(f) The appointment of members of committees of the Board or the members thereof.

(g) The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected.

(h) The approval of any transaction to which this corporation is a party and in which one or more of the Directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.

By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below five (5) the number of its members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

SECTION 2. OTHER STANDING COMMITTEES

The corporation shall have such standing committees as may from time to time be designated by the Board of Directors. Such committees shall include, but are not limited to:

(a) A Personnel Committee to advise the Board on all matters relating to the paid or unpaid staff of the corporation.

(b) A Program Evaluation Committee to advise the Board on all matters relating to the development and evaluation of all programs or projects of the corporation.

(c) A Finance Committee to advise the Board on all matters relating to the search for or management of resources to support the work of the corporation.

(d) A Cultural Competency Committee to advise the Board on all matters relating to ethnic or other minorities and special populations, especially with regard to the development of outreach methods which effectively identify and recruit persons from special populations to participate in the work of the corporation.

(e) An Ethics Committee to establish policies about behavior, develop and implement grievance procedures and establish and monitor conflict resolution processes.

Standing committees shall include at least one (l) Director and such other members of the corporation as are interested. The Chair of Standing Committees shall report to the President the work of the Committee in a timely manner.

The corporation shall have such other committees as may from time to time be designated by the Board of Directors to advise the Board on the implementation and operation of the programs and projects of the corporation. The duties, composition, and authority of such committees shall be defined by resolution of the Board.

SECTION 3. MEETINGS AND ACTION OF COMMITTEES

Meeting and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE 9: 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 the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, 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 the corporation 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 the corporation shall be signed by a Director designated by the Board and countersigned by the Administrator.

SECTION 3. DEPOSITS

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

SECTION 4. GIFTS

The Board of Directors may accept on behalf of the corporation any contribution gift, bequest or devise for the charitable or public purposes of this corporation.

ARTICLE 10: CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office in the State of California:

(a) Minutes of all meetings of Directors and committees of the Board and, if this corporation has members, or all meetings of 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.

(b) 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.

(c) 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.

(d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.

SECTION 2. 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 the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of such instrument.

SECTION 3. 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.

SECTION 4. MEMBERS' INSPECTION RIGHTS

If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonable related to such person's interest as a member:

(a) To inspect and copy the record of all members' names, addresses, and voting rights, at reasonable times, upon five (5) business days' prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested.

(b) To obtain from the Secretary of the corporation, upon written demand and payment of a reasonable charge, a list of the names, addresses, and voting rights of those members entitled to vote for the election of the 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 the demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled.

(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or the Board or committees of the Board, upon written demand on the corporation by the member, for a purpose reasonably related to such person's interests as a member.

SECTION 5. 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 include the right to copy and make extracts.

SECTION 6. ANNUAL REPORT

The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation's fiscal year to all Directors of the corporation and, if this corporation has members, to any member who requests it in writing, which report shall contain the following information in appropriate detail:

(a) The assets and liabilities, including the trust funds, of the corporation as of the end or the fiscal year.

(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.

(c ) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.

(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.

(e) Any information required by Section 7 of this Article.

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.

If this corporation has members, then, if this corporation receives twenty-five thousand dollars ($25,000.00), or more, in gross revenue or receipts during the fiscal year, this corporation shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate officer, as specified by the above provisions of this Section relating to the annual report.

SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS

This corporation shall mail or deliver to all Directors and any and all members a statement within one hundred and twenty (120) days after the close if its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:

(a) Any transaction in which the corporation, or its parent or its subsidiary was a party, and in which either of the following had a direct or indirect material financial interest: any director, trustee, or officer of the corporation; or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest).

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than fifty thousand dollars ($50,000.00) or which was one of a number of transactions with the same person involving, in the aggregate, more than fifty thousand dollars ($50,000.00).

Similarly. the statement need only be provided with respect to a transaction during the previous fiscal year involving mere than fifty thousand dollars ($50,000.00) or which was one of a number of transactions with the same person involving, in the aggregate, more than fifty thousand dollars ($50,000.00).

Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions stating each person's relationship to the corporation, the nature of such person's interest in the transaction and, where practical, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

ARTICLE 11: FISCAL YEAR

SECTION 1. FISCAL YEAR OF THE CORPORATION

The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year.

ARTICLE 12: BYLAWS

SECTION 1. AMENDMENT

Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:

(a) subject to the power of the members, if any, to change or repeal these Bylaws under Section 5150 of the Corporations Code, by approval of the Board of Directors unless the Bylaw amendment would materially and adversely affect the rights of members, if any, as to voting or transfer, provided, however, if this corporation has admitted any members, then a Bylaw specifying or changing the fixed number of Directors of the corporation, the maximum or minimum number of Directors, or changing from a fixed to variable Board or vice versa, may not be adopted, amended, or repealed except as provided in subparagraph (b) of this Section; or

(b) by approval of the members, if any, of this corporation.

ARTICLE 13: AMENDMENT OF ARTICLES

SECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS

Before any members have been admitted to the corporation, any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors.

SECTION 2. AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS

After members, if any, have been admitted to the corporation, amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors and by approval of the members of this corporation.

SECTION 3. CERTAIN AMENDMENTS

Notwithstanding the above Sections of this Article, this corporation shall not amend it Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and of the names and addresses of the first Directors of this corporation nor the name and address of its initial agent, except to correct an error in such statement or to delete either statement after the corporation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law.

ARTICLE 14: PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No member, Director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided; however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the corporation affecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.

Dated: 11/06/2001

CERTIFICATE

This is to certify that this document, which is titled "Bylaws of the California Network of Mental Health Clients" consisting of twenty-nine (29) pages, is a true and correct copy of the Bylaws of the California Network of Mental Health Clients.

Dated___________________, 2001 ____________________________________