Axis One

By Laws Of Axis One, Inc.
A Florida Nonprofit Corporation

ARTICLE I- NAME AND PURPOSE

Section 1. Name: The name of the organization shall be Axis One, Inc. It shall be a nonprofit organization incorporated under the laws of the State of Florida.

Section 2. Purpose: Axis One is organized exclusively for charitable, educational, advocacy and networking purposes.

The purpose of this corporation is:

* to support and educate persons with psychiatric disabilities

* to increase public awareness about mental illnesses

* to eliminate the stigma associated with these illnesses

* network with existing mental health agencies

* to advocate

ARTICLE II- MEMBERSHIP

Section 1. Eligibility for membership: Membership shall be open to all individuals and organizations who support the purpose statement in Article I, Section 2. Membership is granted after completion and receipt of a membership application and annual dues.

Section 2. Annual Dues: Membership dues for individuals with psychiatric disabilities shall be $3 per year. Consumer dues may be waved under special circumstances. The annual dues for Consumer organizations shall be $10 each year and $25 a year for professionals and professional organizations to become associate members.

Section 3. Rights of Members: Consumers and Consumer organizations who are full members and in good standing will have one vote each during association elections.

Section 3. Non-voting Membership: The Board of Directors shall have the authority to establish and define non-voting categories of membership.

ARTICLE III- MEETINGS OF MEMBERS

Section 1. Regular meetings: Regular meetings of the members shall be held quarterly, at a time and place designated by the Chair.

Section 2. Annual meetings: An annual meeting of the members shall take place in the month of October, the specific date, time and location of which will be designated by the Chair. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.

Section 3. Special meetings: Special meeting may be called by the Chair, the Executive Committee, or a simple majority of the board of directors. A petition signed by ten percent of the voting members may also call a special meeting.

Section 4. Notice of meetings: Printed notice of each meeting shall be given to each voting member by mail, fax or e-mail not less than two weeks prior to the meeting.

Section 5. Quorum: The member present at any properly announced meeting shall constitute a quorum.

Section 6. Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE IV- BOARD OF DIRECTORS

Section 1. Board role, size and compensation: The Board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations of the staff and committees. The Board shall have up to eleven (11) members but no fewer then seven(7) members. The Board receives no compensation other than reasonable expenses.

Section 2. Terms: All board members shall serve four-year terms and are eligible for re-election for up to two consecutive terms.

Section 3. Meetings and notice: The board shall meet at least quarterly, at an agreed upon location and time. An official board meeting requires that each board member have written notice at least two weeks in advance.

Section 4. Board elections: New directors and current directors shall be elected or reelected by voting representatives of members at the annual meeting. Directors will be elected by a simple majority of the members present at the annual meeting.

Section 5. Election procedures: A Board Development Committee shall be responsible for nominating a slate of prospective board members representing the association's diverse constituency. In addition, any member can nominate a candidate to the slate of nominees. All members will be eligible to send one representative to vote for each candidate, for up to ten (10) available positions each year.

Section 6. Quorum of the Board: A quorum of the board must be attended by at least forty (40) percent of the board members for transactions to take place and motions to pass.

Section 7. Officers and Duties: There shall be Five (5) officers of the board, consisting of chair, first vice-chair, second vice-chair, secretary and treasurer. Their duties are as follows.

The Chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: first vice-chair, second vice- chair, secretary, treasurer.

The First Vice-Chair shall chair committees on special subjects as designated by the board of directors.

The Second Vice-Chair shall be responsible for membership.

The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.

The Treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fund-raising plans and make financial information available to board members and the public.

Section 8. Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for a few new members from board members from present board members two weeks in advance of the board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.

Section 9. Resignation, termination, and absences: Resignation from the board must be in writing or verbally given to the secretary, the secretary will put the resignation in writing for the member's signature. A board member may be terminated from the board due to malfeasance or misfeasance by a three-fourths vote of the remaining directors.

Section 10. Special meetings: Special meetings of the board shall be called upon the request of the chair or one-third of the board. Notices of special meetings will be sent out by mail, fax or e-mail, in special circumstances phone notification will be used.

ARTICLE V- COMMITTEES

Section 1. Committee formation: The board may create committees as needed, such as fund-raising, advocacy, pubic relations, etc. The Executive Committee will appoint the chair.

Section 2. Executive Committee: The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and the bylaws, the Executive Committee shall have all the power and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.

Section 3. Finance Committee: The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fund-raising plans, and the annual budget with the other board members.

The board must approve the budget and all expenditures must be within the budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall start on July 1st and end on June 31st of that calendar year.

Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members and the public.

ARTICLE VI- LIMITATIONS

Section 1. At all times the following shall operate as conditions restricting the operations and activities of the corporation:

Section 2 No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under section 501 (c)(3) of the Internal Revenue Code of 1986, as enacted or hereafter amended, nor to any Director or Officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures on behalf of the corporation;

Section 3. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to any candidate for public office; and

Section 4. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

Section 5. The corporation shall not lend any of its assets to any officer or director of this corporation [unless such loan program is regularly conducted as part of the activities of the organization and the qualification of the individual to participate in same is determined by a panel comprised solely of non-Board members], or guarantee to any person the payment of a loan by an officer or director of this corporation.

ARTICLE VII- AMENDMENTS

Section 1. Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. The proposed amendments must be submitted to the secretary to be sent out with regular board announcements.

CERTIFICATION

These bylaws have been approved by the Board of Directors.

Jeffrey Ryan,
President