Last Updated November 2020
NARPA’S mission is to support people with psychiatric diagnoses to exercise their legal and human rights, with the goals of abolishing forced treatment and ensuring autonomy, dignity and choice.
1. NAME The corporation shall be known as the National Association for Rights Protection and Advocacy (hereinafter called NARPA).
2. MISSION: NARPA's mission is to support people with psychiatric diagnoses to exercise their legal and human rights, with the goals of abolishing forced treatment and ensuring autonomy, dignity and choice.
1. MEMBERS Anyone interested in promoting the goals of this organization can become a NARPA member by agreeing with our mission statement, having attended at least one annual NARPA conference and paying a fee to be determined by the Board of Directors. Membership will not be restricted in any way because of race, national origin, sexual orientation, gender identity, disability, age, residence, diagnosis/label, military status or gender. Membership may be granted as an honor to individuals active in the field of rights protection by the Board of Directors.
1. BOARD OF DIRECTORS The general management of the day-to-day affairs of NARPA shall be invested in the Board of Directors who shall be elected as provided in these by-laws. The number of directors shall be up to 17. A majority of the Board of Directors must concur in any decision requiring Board action. At least two (2) members of the Board of Directors shall be persons who have been patients or inmates in a facility for people labeled mentally ill or developmentally disabled. At least two (2) members of the Board of Directors shall be persons of color, one of whom shall have been a patient or inmate in a facility for people labeled mentally ill or developmentally disabled. The election process for electing the Board of Directors shall not discriminate on the basis of race, religion, national origin, sexual orientation, gender identity, disability, age, residence, diagnosis/label, military status or gender.
2. OFFICERS The officers of NARPA shall consist of a president, vice president, secretary, and treasurer elected from the Board of Directors. At the discretion of the directors the positions of secretary and treasurer may be merged into that of secretary-treasurer.
3. MEETINGS OF THE BOARD OF DIRECTORS The Board of Directors will meet at least quarterly, in person or by teleconference or mail if necessary. Such meeting shall be held after fourteen (14) days notice to all members of the Board.
Special meetings of the Board may be called by the president or by at least 1/3rd of the Board members. Notice of the time and place of that meeting shall be sent to each Board member at least fourteen (14) days prior to the meeting.
Motions and votes may be conducted electronically.
It is the responsibility of each member of the Board to provide current contact information to the Secretary.
1. SELECTION OF DIRECTORS The Board of Directors of NARPA shall be elected by a majority vote of the other members of the Board of Directors at the annual meeting. Such election shall consider geographic distribution. Directors must be members of NARPA. Candidates must have attended at least one Rights’ Conference. Election to the Board of Directors will not be restricted in any way because of race, religion, national origin, sexual orientation, gender identity, disability, age, residence, diagnosis/label, military status or gender.
2. TERMS OF DIRECTORS Term of office is three years and Directors may serve for one additional term. After serving a full two terms an individual must wait at least one year before rejoining the Board. Board member terms of office are staggered so that approximately one-third of the Directors terms expire each year.
3. NOMINATION AND ELECTION OF DIRECTORS Upon expiration of a Directors’ three year term, the remaining members of the Board of Directors shall vote to fill the vacant position at the Annual Conference. Nominations of individuals to fill a vacant position may be made by any member of NARPA.
A Nominating Committee shall be established to suggest potential Board members. Any NARPA member can nominate an individual for membership. Members can self-nominate. Nominations shall be made to the Nominating Committee at least 60 days prior to the Annual Conference. Twenty-one days prior to the annual conference, the Nominating Committee shall submit to the full Board a list of nominees equal to the number of vacant positions, plus at least two additional nominees if possible. Voting shall be by paper ballot and the secretary shall tabulate the results. Absent Board members may vote electronically. Individuals receiving a majority of votes cast will be considered elected to vacant positions and begin a three year term effective immediately. In the event there is no majority, a second round of voting shall be held. If no decision can be made because of a lack of a majority, the President shall cast the deciding vote.
If a vacancy on the Board of Directors occurs at a time outside the time frame of Article IV, Section 3, the President shall ask for a vote on whether to fill the vacant position, using the procedures described in Section 3 or to leave the position open until the next Annual Conference.
4. ELECTION OF OFFICERS Nominations for officers shall be made at least 24 hours in advance of the election meeting, which will be held during the Annual Rights Conference, unless a vacancy occurs. Directors can self-nominate for officer positions. Voting shall be by paper ballot, however electronic voting shall be permitted in the event that Directors are unable to attend. Selection of officers shall be a majority of votes cast. If only one nomination is made for an officer position, by motion, voting can be by acclamation. Officers shall be selected prior to selection of new Board members.
Vacancies in Officer’s positions shall be filled by the Board. The term of office for such person appointed by the Board is for the remaining portion of the term of office of the departing officer. The President shall convene a meeting to replace the vacated position as soon as practicable, using the procedures described in Article IV, Section 4. If the vacant position is the President, the Vice President shall assume the duties of the President until the position can be filled.
5. REMOVAL OF DIRECTOR OR OFFICER A director or officer may be removed at the discretion of the Board by a 2/3 majority vote. A director or officer may be removed if absent for three consecutive meetings, including teleconferences, special meetings or the annual conference.
1. PRESIDENT The president shall be the principal officer of NARPA and shall be responsible for day-to-day operation. The president shall preside over all board meetings and perform such duties and exercise such power as expressed or implied in the Articles of Incorporation and by these by-laws, as may be necessary and proper to carry out expressed and implied duties. The president may appoint such committees as may be necessary and shall with the approval of the Board of Directors fix the compensation of all employees.
The president shall have served on the Board of Directors for at least one year prior to his or her election.
2. VICE PRESIDENT As the Board may deem necessary, there may be one or more vice presidents. In the absence of the president, the vice president shall perform duties of the president and in the absence of both president and vice president, the secretary shall assume the duties of the president.
3. SECRETARY The secretary shall keep the minutes of all meetings of NARPA and of the Board of Directors and shall, if requested, read such minutes for approval. The secretary shall keep or cause to be kept at the principal office or at such place as the Board of Directors may order, a book of minutes of all such meetings of NARPA, the Board of Directors and of its members.
4. TREASURER The treasurer shall have charge of all receipts and monies of NARPA, deposit them in the name of NARPA at a bank approved by the Board of Directors, and disburse these funds as authorized by the Board of Directors, or as directed by the president. The treasurer shall be responsible for the timely filing of all forms required by law of nonprofit corporations to retain its tax exempt status and, in addition, the treasurer shall keep regular accounts of receipts and disbursements and of the properties or business transactions, if any, of NARPA.
5. CONFERENCE CHAIR The conference chair shall be responsible for all aspects of the rights conference. The conference chair shall establish a conference committee consisting of board members and NARPA members. The president shall supervise the activities of the conference chair. A separate budget for the conference chair may be approved by the Board of Directors.
6. EXECUTION OF INSTRUMENTS All instruments obligating NARPA to amounts in excess of $5,000 and all grants involving more than $5,000 shall be executed by the president on behalf of NARPA, only after an approval by the majority of the Board of Directors. Such approval may be given by telephone, personal meeting, electronically, or in writing. All leases shall be executed by the president only upon a prior authorization of a majority of the Board of Directors similarly given.
1. METHOD OF GIVING NOTICES Whenever notice is required to be given by these by-laws, it may be served by sending notification to the last known email address of individuals.
1. ASSETS ON DISSOLUTION No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the Mission Statement.
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United Stated Internal Revenue Law), as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes. The corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
2. GIFTS On behalf of NARPA, the Board of Directors may accept any contribution, gift, bequest, or devise for the purposes of NARPA.
3. AUDITING OF BOOKS At least once a year, the Treasurer shall submit to the Board of Directors a full statement of the finances of the corporation.
4. SEAL The seal of the corporation shall be as follows: National Association for Rights Protection and Advocacy.
5. AMENDMENT OF BYLAWS Except as otherwise provided in the Articles of Incorporation or by these by-laws, these by-laws may be altered, amended, or repealed or new by-laws may be adopted by a 2/3-majority vote of NARPA Board members. Notice of proposed modifications of these by-laws shall be provided to members at least 14 days in advance of a vote.
Appendix A - Emergency Public Policy Procedure
Appendix B - Board Member Responsibilities
Appendix C - Standing Committees
Appendix D - Emeritus Membership
The Board of Directors may initiate, intervene, file friend of the court briefs or otherwise participate in litigation or take a public position when such action is consistent with the Mission Statement of NARPA and any agenda or priorities which may have been adopted by NARPA. Such action shall be taken upon written email or telephone notice to the entire Board, and upon concurrence of a majority of the members of the Board expressed by email or telephone, confirmed by the President in writing to the Board. In an urgent situation involving litigation deadlines or other similar time limits of any official or quasi-public body, the President (with approval of a public policy committee) is authorized to act immediately, and then follow the procedure set forth above. If the public policy committee is not unanimous, the issue shall be sent to the entire Board, as above. Such decision by the Board shall be made by teleconference or by electronic vote.
Board Members should be selected on the basis of involvement in activities consistent with the purpose and mission of NARPA, and a personal commitment to people characterized as mentally ill.
Board members should be prepared to:
(1) attend and participate in teleconferences, special meetings and attend the annual conference;
(2) be responsive to the ongoing needs of NARPA, to requests from Officers and members, and to the task of responding to the membership and constituency;
(3) contribute to regular activities, including a minimum of two hours per month;
(4) assist with volunteer tasks at the Annual Conference, including registration, evaluations, presenting workshops, etc.; and
(5) assume a leadership role on special projects, publications and priorities of NARPA.
All committee chairs shall be members of the Board of Directors or Emeritus members. All members of committees shall be Directors, Emeritus members or NARPA members.
(1) Standing Committees shall be as follows:
(a) An Executive Committee shall consist of NARPA officers. In an emergency which does not permit timely action by the full board, the executive committee may take immediate action and report to the full Board.
(b) A Nominating Committee shall be established to carry out the procedures described in Article IV, section 3.
(c) A Public Policy Committee shall be established to carry out the responsibilities outlined in Appendix A and shall create position papers in keeping with the mission of NARPA.
Any member of the Board of Directors who has served more than one year may request a change in their status from Director to Emeritus Member, for any reason, including but not limited to the expiration of a time-limited term. An Emeritus Member shall hold a non-voting seat on the Board of Directors, shall not be eligible to hold office Emeritus members may chair standing or ad hoc committees, with the exception of the Executive Committee, and attendance at meetings of the Board of Directors shall not be required. Such Emeritus Members shall receive all notices and communications directed to the Board at large, can serve on committees and shall be welcome to attend any and all Board and Annual Meetings. Such change from Director to Emeritus status shall be approved by a majority vote of the full Board. Any change from Director to Emeritus status shall result in a vacancy on the Board of Directors and any vacancy thus arising shall be filled by provisions of these Bylaws.
Revised September 2019.