MISSION
It shall be the mission of the National Lifers of America, Inc. to assist prisoners with academic and development and self-determination that fosters a broader understanding of criminal justice issues and formulation of positive solutions towards reform advocacy and release of incarcerated persons. The National Lifers of America, Inc. shall not foster or engage in activities contravening its mission statement and corporate purpose.
ARTICLE I
OFFICES
1. National/Registered Office. The national, registered office of this non-stock corporation shall be located at ___________________________, ______________, ___ _________.
2. Principal Place of Business. The corporation’s principal place of business is _____________________________, __________________, _____ __________.
3. Other Business. From time to time, the corporation shall create, by resolution, chapters in those federal and state penal prisons, or in the communities, as the National Board of Directors deem appropriate or as the business of the corporation shall require. All chapters created by resolution are governed by these Bylaws. The National Board of Directors, where required, shall issue a resolution designating the external sponsor to prison chapters. The Headquarters Chapter, designated as Chapter _______, located at the ______________________________________, is sponsored by the _____________________________, ___________________________________, _____ _____________.
ARTICLE II
PURPOSE
1. Corporate Purpose. The Corporation is originated for the purpose of working on the problems of persons incarcerated in penal institutions who are serving a term of life, or a term of ten calendar years or more, and to provide all persons incarcerated with assistance in problem areas.
Nothing herein is intended to preclude a person with less than a ten year calendar minimum sentence from seeking membership with the corporation.
2. Programs. In providing assistance in problem areas, the corporation shall limit the representation to selected charitable scientific and educational areas, including the following:
a) Audio/Visual b) Community Service c) Data and Legal Research d) Media and Communications e) Newsletter f) Orientation, Activation & Retention g) Special Projects
3. Equal Opportunities. Services and Programs of the corporation shall be available to all incarcerated felons, regardless of age, race, color, national origin, religion, sex, marital status, or handicap.
ARTICLE III
SEAL
1. Corporate Seal. the Corporation shall have a corporate seal. All resolutions adopted by the National Board of Directors or other instruments required by these Bylaws shall bear the signature of the Chairperson and seal. Outside Sponsor of Local Chapter at Principal Place of Business, shall keep corporate seal.
ARTICLE IV
MEMBERSHIP
1. Associate Membership. This class of membership is open to all persons not incarcerated in a penal institution. It is also open to persons incarcerated in penal institutions, who are serving a prison sentence of less than a ten year calendar minimum. This class of membership shall not hold any Executive Office, or Committee Chair position nor be eligible to vote, except, the National Board of Directors, in it’s descretion, authorizes said position, or action, upon written request of waiver submitted by prospective Local Chapter executive board members.
2. Regular Membership. This class of membership is open to all incarcerated felons who are serving a minimum sentence of ten calendar years or more.
3. Executive Membership. This class of membership is open to any associate or regular member serving as a director or officer of the corporation.
4. Executive Lifetime Membership. This class of membership is open to any qualified associate or regular member, who donates one hundred ($100) dollars or more to this corporation in a manner consistent with Article IV, Section 6.
5. Executive Honorary Membership. This class of membership is open to the corporation’s directors or officers or to such other persons or organizations, as the National Board of Directors deem appropriate, based upon individual or group contributions, whether direct or indirect, toward achieving the goals of the corporation.
6. Membership Dues. Whereas, the Michigan Department of Corrections has implemented a policy prohibiting chapters of non-profit corporations operating within state penal institutions from paying for incarcerated NLA Inc. membership. (Amended 7-27-92, to comply with MDOC policy.)
7. Membership Renewal. Membership with the corporation is renewable annually by written request at any time prior to expiration of membership for the preceding year.
8. Meeting of Corporation. The corporation will hold meetings as often as practicable during each month or the year, to report the affairs of the corporation to the membership of the chapter at the principal place of business.
9. Powers and Duties. The membership of the principal place of business shall meet as often as practicable with the National Board of Directors to review the corporation’s programs and activities and shall meet annually to elect directors to serve on the National Board of Directors.
10. Quorum. At a meeting with the membership at the principal place of business, four directors shall constitute a quorum.
ARTICLE V
DISCIPLINE
1. Disciplinary Proceedings. The National Board of Directors may, on a plurality of votes of chapter officers of the corporation, by resolution, expel any member for:
a) Missing four (4) consecutive meetings where applicable unless otherwise provided here. Each absence shall be verified and recorded.
b) Any willful violation of this corporation’s Bylaws, or conduct unbecoming, injuries, or hostile to the interest, welfare, integrity and/or objectives of this corporation.
2. Disciplinary Appeal. Any expulsion shall be appealable to the National Board of Directors, in writing within twenty-one (21) calendar days. The National Board of Directors shall review the entire circumstances as they transpired. A decision from the National Board of Directors shall then carry to the respective membership, where a vote shall be had within twenty-eight (28) days.
a) An affirmation vote shall constitute a reversal, and the interested party shall be notified in writing, within fourteen (14) calendar days, of his/her standing within the corporation.
b) A negative vote shall constitute a dismissal, and the interested party shall be notified, in writing, within fourteen (14) calendar days, of his/her standing within the corporation.
3. Effect of Vote. A resolution by the National Board of Directors or plurality of the vote by the respective membership regarding discipline shall stand. An expelled party may seek membership after one calendar year from the date of expulsion. A determination thereafter will be made by the National Board of Directors.
ARTICLE VI
VOTING
1. Generally. Each member in good standing shall be entitled to one vote on each matter the chapter submits to vote. When action is to be taken by a vote of members, it shall be authorized by a majority of votes cast by the members entitled to vote thereon. Chapter officers shall be elected by a plurality of the votes cast.
2. Proxy. Any member entitled to vote, in accordance with Article VI, Section 1, may do so in person or by proxy, executed in writing on a form furnished by the corporation, by his/her authorized representative. Such proxy shall be filed with the chapter secretary before or at the time of meeting. No proxy shall be valid eleven months from the date of execution.
3. Nominations. All nominations for office shall be in accordance to Parliamentary Procedures with nominees present to verbally accept or decline nomination.
ARTICLE VII
DIRECTORS
1. Composition and Term of Office. The entire management of the corporation shall be vested in the National Board of Directors consisting of nine (9) members. The term of office shall be two years, beginning on October 1st and ending on September 30th.
2. Qualification. Directors shall be elected by a quorum of the membership at the principal place of business. Aspirants must have served as a director or officer of the corporation for a period of six months prior to election, or as a chair of a committee created by the chapter at the principal place of business for nine months prior to the election. In addition,
a) Four members shall be regular members serving a term of life.b) One member shall be regular member, serving a minimum prison term of ten calendar years or more.c) Two members shall be the National Resource Director and State Director appointed by resolution of the National Board of Directors.d) Two members shall be the President and Vice-President of the chapter at the principal place of business.
At the first meeting of the National Board of Directors following annual elections, the directors shall select by majority bote from amongst themselves a single director to act as Chairperson.
The Chairperson shall have general supervisory powers over the affairs of the corporation, National Board of Directors, corporate chapters and membership, with the assistance of the vice chairperson. And shall preside at all meetings of the National Board of Directors.
3. Appointments. The National Board of Directors shall appoint an executive secretary, as well as executive directors, by a majority vote, to serve at their pleasure, as National Resource Director, State Director, External and Internal Administrators. These administrators shall serve in an advisory capacity to the National Board of Directors.
The National Board of Directors shall appoint ex-officio directors to serve as directors on the State Board of Directors as it deems necessary or convenient to effect any purpose for which the corporation was formed.
The National Board of Directors shall appoint by resolution, an Internal State Director to further the lawful purposes of the corporation by coordinating the establishment of state chapters, and providing technical assistance in corporate affairs as the National Board of Directors may, from time to time require.
The National Board of Directors shall, in it’s discretion, authorize the National Resource Director, by resolution, to act as resident agent for the corporation and, with power of attorney, signed by the chairperson and bearing the seal when necessary, to manage any affairs and transact any business as is naturally or properly within the scope of the corporation, at its National registered office.
It shall be the duty of the National Resource Director to develop and coordinate strategies for the accumulation and enhancement of corporate resources in concert with state chapters in tandem with the External State Director, to effect any purpose for which the corporation was formed.
4. Vacancies. A vacancy in the officer of a director or executive director because of death, resignation or removal, disqualification or otherwise, shall be filled by the National Board of Directors. The corporation’s resident agent may resign in a manner consistent with the provisions MCL 450.2243 et seq.
5. Powers and Duties. The corporation shall be set up on a directorship basis, and the National Board of Directors shall prescribe their duties, and have offices, by resolution, and exercise the powers granted by these Bylaws, and have and exercise all powers necessary or convenient to effect any purpose for which the corporation is formed. (Amended 7-27-92 to comply with MDOC policy.)
6. Compensation. The National Board of Directors shall serve without compensation. (Amended 7-27-92 to comply with MDOC policy.)
7. Location of Meetings and Records. The National Board of Directors shall designate any place, either within or without the State of Michigan, as the place of meeting for any regular or special meeting called by the National Board of Directors. If no designation is made, or if a regular or special meeting is called, the place of meeting shall be the principal place of business of the corporation in the State of Michigan. The National Board of Directors shall keep books and records of accounts and minutes of the proceedings of its regular or special meetings or its meetings with the chapter at the principal place of business subject, at all times, to inspection by any member of the corporation of other person duly authorized by law to inspect such records. These records are subject to inspection by MDOC administrative or custodial staff at any time. (Amended 7-27-92 to comply with MDOC Policy.)
8. Meetings. The National Board of Directors shall meet as often as practicable. Regular or special meetings shall be held at the call of the Chairperson.
9. Quorum. At any regular or special meeting, four (4) Directors or combination of Executive Directors with full voting privileges shall constitute a quorum for the transaction of any business, and a majority vote shall control and be the action of the corporation with respect to all matters presented to the National Board of Directors. Fewer than a quorum may adjourn any meeting from day to day until a quorum is established.
10. Attendance. Attendance at meetings of the National Board of Directors is required of each director. Four (4) consecutive absences shall be grounds for removal of a director, except where a director has applied for a leave of absence on justifiable grounds.
ARTICLE VIII
STATE BOARD
1. Composition. State directors shall be appointed by the majority of vote of the National Board of Directors and shall be ex officio officers of the corporation and any chapter created by resolution of the National Board of Directors. State directors, except the chairperson, are advisory to the National Board of Directors.
2. Term of Office. The term of office shall be two years, subject to re-appointment by the National Board of Directors.
3. Qualifications. State Directors must be civilians in good standing with the corporation and possess an interest or background in the area of criminal justice or prisoner adocacy.
4. State Officers. The chairperson of the State Board shall be appointed by the National Board of Directors, with full voting privileges on the National Board.
A the first quarterly meeting of the State Board, the membership shall elect a vice-chairperson to serve in the absence of the chairperson, a secretary and a treasurer. The duties and responsibilities of the secretary and treasurer, where applicable, essentially parrot the duties and responsibilities of their chapter counterpart.
5. Powers and Duties. State directors, except as otherwise provided in these Bylaws, are advisory to the National Board of Directors. State directors are to provide technical assistance to the National Board of Directors in providing the services and programs of the corporation to members, in developing strategies to address issues of social significance to the corporation, by coordinating with other organizations, and to provide such other assistance as the National Board of Directors may, from time to time require.
6. Vacancies. A vacancy in any office of the state director, except the chairperson, because of death, resignation, removal, disqualification or otherwise shall be filled through selection and appointment of the chairperson, after consultation with the remaining state directors, for the unexpired portion of the term, subject to confirmation by the National Board of Directors, in an instrument or document bearing the signature of the chairperson and corporate seal.
7. Meetings. The state board shall meet on a quarterly basis for the purpose of conducting the affairs of the corporation, as prescribed by the National Board of Directors, at a site selected by the chairperson, within the State of Michigan. Other special meetings of the state board may, from time to time, be call by the chairperson.
ARTICLE IX
LOCAL CHAPTERS
All Chapters of the National Lifers of America, Inc. shall abide and operate in accordance to the Bylaws of said corporation and within the State and Federal laws of said territory. All chapters shall perform such duties and responsibilities as determined by the National Board of Directors for the expressed betterment of the corporation.
1. Composition. The president, vice-president, secretary, and ways and means director, shall be appointed pro tempore by the National Board of Directors, and elected by the membership of the respective chapter before October 1st of each year thereafter. All chapter officers shall exercise such powers and duties as shall be determined, from time to time, by the National Board of Directors. 2. Qualification. The President and Vice-President shall be serving a term of life or indeterminate sentence and be subject to the Lifer Law. Aspirants must be of good character and except for pro tempore appointees, shall be regular members active in the prospective chapter for six (6) months or more as a director or officer prior to election or as chair of a committee created by the chapter at the principal place of business for nine (9) months prior to the election.
3. Term of Office. The term of office for chapter officers shall be one year beginning October 1st and running to September 30th. In case of newly formed chapters, officers appointed pro tempore by the National Board of Directors who have served less than six months by September 30th of te year they were appointed shall continue to serve until September 30th.
4. Elections. The chapter president shall supervise all local board elections except where the sitting president is running for re-election, in which case the secretary or local board designee supervises the election of the President, who then presides over the election of remaining local board positions.
5. Vacancies. A vacancy in any chapter office because of death, resignation, removal, disqualification or otherwise may be filled by a majority vote of the remaining chapter officers, for the unexpired portion of the term, subject to confirmation by a quorum of the respective chapter membership.
6. President/Vice-President. The president shall have general supervisory powers over the affairs of the chapter, its committees, membership, with the assistance of the vice-president. The president and vice-president shall perform such other duties and responsibilities as determined by the National Board of Directors including, but not limited to establishing chapter committees, appointing, pursuant to Article II (2), appointing, with the consent of other chapter officers, committee chairpersons, to serve in necessary capacities as determined by the local board.
7. Secretary. The secretary shall attend all regular and special meetings of the chapter, held at the call of the president, and shall keep a record of all such meetings. The secretary shall perform all other duties as may be prescribed to him by the chapter president.
Minutes of proceedings of all meetings held by the chapter shall be recorded and prepared by the secretary and, once approved, a copy shall be promptly mailed to the chairperson of the National Board of Directors and the external sponsor.
8. Local Board. The entire management of the local chapter shall be vested in the Local Board. The Local Board of Directors shall consist of the chapter president, vice-president, secretary and all committee chairpersons. It shall be the duties of the Local Board to insure that management of the Chapter is in right accord with the Bylaws of the National Lifers of America, Inc. The term of office shall be one year on October 1st and ending on September 30th.
9. Location of Meetings and Records. Unless otherwise specified in the resolution creating a chapter, the chapter location shall be the place of meeting for regular and special meetings held at the call of the President. Each chapter shall keep books and records of accounts and minutes of proceedings of its regular or special meetings at the chapter office, subject at all times to inspection by any member of the corporation or other persons duly authorized by law to inspect such records.
10. Meetings. Each chapter shall meet as often as practicable. Regular or special meetings shall be held at the call of the president.
11. Discipline. The local board of directors, governed by Article V, Section (1)(a) and (b) of the Bylaws of the National Lifers of America, Inc., may expel any member of the local chapter.
ARTICLE X
AMENDMENTS
1. Amendments. These Bylaws may be altered, amended or repealed by a majority vote of the National Board of Directors, after thirty days notice to the membership of the chapter at the principal place of business.
ARTICLE XI
PUBLIC STATEMENTS
1. Public Statements. No committee or member thereof shall assume to represent the National Lifers of America, Inc., in any manner, shape or form, unless otherwise authorized by resolution of the National Board of Directors.
ARTICLE XII
FISCAL YEAR
1. Fiscal Year. The fiscal year of the corporation shall be October 1st to September 30th and shall comply with the requirements of MCL 450.2911 et. seq.
ARTICLE XIII
GOVERNING AUTHORITY
1. Governing Authority. This non-profit corporation is governed, where applicable, by the Non-profit Corporation Act, MCL 450.2101 et seq., as amended.
APPROVED BY THE NATIONAL BOARD OF DIRECTORS:
CHAIRMAN: Reggie Williams
STATE DIRECTOR: Tommy Blythewood
DIRECTOR: A’don Reed Bey
DIRECTOR: Eugene C. Potts
DIRECTOR: David Hudson Bey
DIRECTOR: John E. Bennett
DIRECTOR: Alfredo X. Robinson
EXECUTIVE SPONSOR: Father Tim Kane
DATED: June 1, 2005