S.I.L.C. BY-LAWS
ARTICLE I NAME, LOCATION, TYPE OF ORGANIZATION
A. The name of this organization shall be the Statewide Independent
Living Council of Tennessee, Inc., doing business as "The S.I.L.C”.
B. The corporation's registered office is 240 Great Circle Road,
Suite 333, Nashville, Tennessee (37228), in Davidson County.
C. The corporation is a public benefit corporation. This corporation
is a nonprofit corporation. This corporation will have no members.
The corporation will be governed by the Statewide Independent Living
Council of Tennessee, Inc.
ARTICLE II PURPOSE
The purpose of this corporation shall be to ensure that Tennesseans
with disabilities have the resources they need for successful independent
living choices, by:
A. Jointly developing (in conjunction with the Designated State
Unit [Division of Rehabilitation Services]) The State Plan for Independent
Living (SPIL) as required in Section 704 of the 1998 Amendments
to the Rehabilitation Act (Hereafter referred to as "The Act");
B. Promoting the Independent Living Philosophy and assisting in
the development of a statewide network of Centers for Independent
Living (CIL) and Independent Living Services; and
C. Empowering consumers and disability related organizations through
education, advocacy, systems change efforts, and coalition building
toward goals that reflect the Independent Living Philosophy.
ARTICLE III MEMBERSHIP
Section 1 Appointment
A. The corporation will have no members and will be governed by
the Statewide Independent Living Council (Hereafter referred to
as "The Council").
B. The Council shall be appointed by the Governor of the State
of Tennessee in accordance with the requirements of the Act and
State Law.
Section 2 Composition
A Slate of qualified nominees shall be presented to the Governor
by the Council at a time to be determined by the Members. Qualified
nominees shall be selected based upon the criteria for composition
as required by the Act and shall include:
A. At least one Executive Director of a Center for Independent
Living chosen by the Executive Directors of Centers for Independent
Living within the state; and
B. As Ex-Officio, Non-voting members of the Council:
(I) A representative from the Designated State Unit (DRS); and
(2) Representatives from other state agencies that provide services
for individuals with disabilities.
Section 3 Additional Council Members (Voting Members)
The Council may include:
A. Other representatives (Consumers, Center Advisory Board Members,
Center Governing Board Members, and Center Staff) from Centers for
Independent Living;
B. Parents and guardians of individuals with disabilities;
C. Advocates of and for individuals with disabilities;
D. Representatives from private businesses;
E. Representatives from organizations that provide services for
individuals with disabilities; and
F. Other appropriate individuals.
The Council will consist of a number to be determined by the S.I.L.C.
and Governor of the State of Tennessee in accordance with the Act.
Section 4 Qualifications of Council Members
The Council should be composed of individuals:
A. Who represent a broad range of individuals with disabilities;
B. Who are knowledgeable about Centers for Independent Living and
Independent Living Services;
C. Who subscribe to and are committed to the Independent Living
Philosophy, including consumer control and consumer choice; and
D. A majority (51%) of whom are persons who are:
(1) Individuals with disabilities which means any person who has
a physical or mental impairment which substantially limits one or
more of such person's major life activities; has a record of such
impairment; or is regarded as having such an impairment; and
(2) Not employed by any state agency or Center for Independent
Living.
Section 5 Terms of Appointment
A. The terms of service of those initially appointed shall be (as
specified by the appointing authority) for such fewer number of
years as will provide for the expiration of terms on a staggered
basis.
B. No person shall serve on the Council more than two consecutive
full terms. Any individual who has served responsibly on the Council
for two full consecutive terms will be eligible for reappointment
three years after the completion of such service.
C. Those members whose terms have expired shall continue to serve
as voting members until reappointment occurs.
Section 6 Vacancies
Any vacancy occurring in an appointment to the Council shall be
filled in the same manner as the original appointment. The vacancy
shall not affect the power of the remaining Members to execute the
duties of the Council of the corporation.
Section 7 Meetings
A. The Statewide Independent Living Council shall meet at least
quarterly. Special meetings can be called at the discretion of the
Chairperson.
B. The Council may, at the discretion of the Chair, attend meetings
through the use of assistive technology or be represented by proxy
if that proxy is under written directive and there is not objection
by a majority of the members physically present at the meeting.
C. The Chairperson may appoint ad hoc committees to conduct specific
business of the Council.
Section 8 Quorum
The presence of a simple majority (51%) of the voting members of
the Council constitutes a quorum for the transaction of business.
When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any of those present until adjournment
by the Chairperson.
Section 9 Resignation and Removal
A. Any Member of the corporation may resign from the Council at
any time by giving written notice to the Chairperson or the Secretary
Such resignation takes effect at the time specified therein, or,
if no time is specified, then upon its acceptance by the Council.
B. The Council may recommend to the Governor of Tennessee that
a Member on the Council be removed. Such recommendation requires
a two-thirds (66%) majority vote of those Members present at a regularly
scheduled quarterly meeting of the Council.
C. A member on the Council may be suspended from the Council for
cause by the Chair at the Chair’s discretion, pending a hearing
at the next regularly scheduled Council meeting. Such suspension
will be in writing and specify cause.
Section 10 Absences
Council Members failing to attend two consecutive regularly scheduled
meetings will automatically be recommended for removal from the
Council, provided written or verbal communication has not been given
to the Chairperson of the Council.
Section 11 Powers of the Council
The Council shall have the management and control of the corporation,
its funds and property, and shall make or authorize all necessary
contracts for the administration of the corporation, including the
authority to borrow money and incur indebtedness for the purpose
of the corporation. The Council may have such rules and regulations
for the management and operation of the corporation not inconsistent
with the laws of the United States, the laws of the State of Tennessee,
or with these By-Laws.
Section 12 Conflict of Interest
Any possible conflict of interest on the part of any Member, the
Council, or its agents shall be disclosed prior to or at any time
that such interest comes before the Council for consideration. Any
Member with a conflict of interest shall not vote or use influence
on the matter in question.
Section 13 Voting and Proxies
Each Member of the Council shall have one vote that may be cast
by written proxy. The Chair will abstain from voting except for
the purposes of:
A. Breaking a tie vote; or
B. For record, to sustain a unanimous vote.
ARTICLE IV OFFICERS
Section I Elective Officers of the Council
The Officers of the Statewide Independent Living Council shall
consist of a Chairperson, a Vice-Chairperson, a Secretary, and a
Treasurer elected by the Council.
Section 2 Term of Office
Elections shall be held yearly, by the Council, for Officers.
Section 3 Officer Duties and Responsibilities
A. The Chairperson shall:
(1) Preside over quarterly meetings as well as any specially called
meetings of the council;
(2) Gather information to disseminate to Council Members, committees,
sub-committees, and staff;
(3) Maintain effective working relationships between the Statewide
Independent Living Council, the Designated State Unit (Division
of Rehabilitation Services), the State Rehabilitation Council, and
Centers for Independent Living;
(4) Chair the Executive Committee of the Council of the Statewide
Independent Living Council of Tennessee, Inc., and serve as an Ex-Officio
member of all Council committees and sub-committees;
(5) Perform such other powers and duties as may be from time to
time assigned by a majority of the Council or prescribed by these
By-Laws and amendments thereto; and
(6) Has a direct supervisory responsibility for the Executive Director.
B. The Vice-Chairperson:
(1) Officiates at meetings in the absence of or at the request
of the Chairperson;
(2) Succeeds the Chairperson in the event of a vacancy until the
Council determines next election;
(3) Perform such other powers and duties as may be from time to
time assigned by a majority of the Council or prescribed by these
By-Laws and amendments thereto
(4) Unless otherwise determined by the Executive Committee, the
Vice Chair shall sit as a member or chair of all ad hoc committees
; and
(5) Reviews by-laws, as necessary, but no less then every two years.
C. The Secretary:
(1) Records and attests to minutes of all regularly scheduled quarterly
or specially called meetings;
(2) Shall cause a written record to be made and maintained on all
votes, minutes of proceedings, and committee reports; and
(3) In addition to the Chair, shall publish and sign all Council
resolutions and matters of records.
D. The Treasurer:
(1) Maintains adequate and correct accounts of the properties and
business transactions of the corporation; and
(2) Is Chair of the Budget and Finance Committee.
Section 4 Resignation, Removal, and Vacancies
A. Any elected, appointed, or succeeding Officer may resign from
said office by a written letter to the Chairperson or Secretary
of the Statewide Independent Living Council.
B. Any Officer who fails to fully and faithfully discharge the
duties of the office will be suspended by the Chair or may be removed
by a two-thirds majority of those Members present at the next regularly
scheduled quarterly meeting of the Council.
C. In the event that an Officer is suspended by the Chairperson,
a hearing may be held at the next regularly scheduled quarterly
meeting to determine if the Officer is to be retained in office
or removed from office.
D. In the event of a vacancy prior to the expiration of an Officer's
term, an election will take place at the next regularly scheduled
quarterly meeting to fill the Officer's vacant position.
ARTICLE V COMMITTEES
Section 1 Standing Committees
There shall be the following standing committees: ,
A. The Executive Committee shall consist of the elected Officers
of the Council of the Statewide Independent Living Council of Tennessee,
Inc. The Executive Committee shall exercise all authority delegated
to it by the Council, including the right of the Council to delegate
the authority to act on behalf of the Council as a whole in managing
the affairs and property of the corporation. . The Executive Committee
may succeed itself for a period of only one year with the approval
of the entire SILC.
B. The Budget and Finance Committee shall be comprised of Council
members who are appointed by the Chairperson of the Council and
conduct such business as directed by the Council. The Treasurer
shall serve as Chair of the committee. The committee shall be responsible
for ensuring successful completion, or cause thereof, and appropriate
oversight of the following functions:
(I) Development and adherence to the annual operating budget;
(2) The corporation's insurance program;
(3) Annual independent audit of financial records and operations;
( 4) The accurate and timely submission of all Financial and tax
reporting;
(5) Ongoing development of long term financial strategies to ensure
that the corporation is adequately funded to meet its long range
goals;
(6) Additional fund raising activities;
(7) Recommendation to the Council on allocation of Part B funding,
annually.
The Budget and Finance Committee shall delegate its responsibilities
to the Executive Director, when appropriate.
Section 2 Other Committees
Other committees (ad hoc), sub-committees, and working groups may
from time to time be appointed by the Chairperson of the Council.
All such committees and sub-divisions thereof shall be chaired by
a voting Member of the Council but may include Ex-Officio Council
members and others not appointed to the Council. The Council may
delegate to such committee any authority it deems desirable consistent
with the laws of the United States, the laws of the State of Tennessee,
and these By-Laws.
ARTICLE VI STAFFING
The Council shall employ an Executive Director to carry out the
policies and programs of the corporation in accordance with the
Articles of Incorporation, the By-Laws, and the written policies
of the Statewide Independent Living Council of Tennessee, Inc. as
adopted by the Council. The Executive Director shall serve at the
pleasure of the Executive Committee of the Council and is subject
to the control and direction of the Council. The Chairperson shall
have direct supervisory responsibility for the Executive Director:
A performance review of the Executive Director shall be conducted
annually by the Executive Committee using a process that ensures
appropriate input from the other standing committees as well as
other ad hoc committees on which the Executive Director participates.
In the event of a dispute between the Executive Director and the
Executive Committee regarding job performance, an appeals process
shall be provided by an ad hoc committee comprised of members of
the Council who are not members of the Executive Committee. The
ad hoc committee shall review the issues and make recommendations
for an appropriate resolution to be presented for approval by the
Council. The Executive Director is responsible for the day to day
management of staff, programs, and operations of the corporation
in compliance with policies and procedures as approved by the Council.
ARTICLE VII FISCAL YEAR
The fiscal year for the Statewide Independent Living Council Corporation
shall be July 1 of one calendar year through June 30 of the following
calendar year.
ARTICLE VIII AMENDMENTS
These By-Laws may be amended by two-thirds majority vote of the
Council present, provided that the amendment has been delivered
to each Member thirty days prior to action being taken, and that
a quorum has been established.
ARTICLE IX PARLIAMENTARY AUTHORITY
Robert's Rules of Order Newly Revised shall govern all corporation
meetings on points not herein provided.
ARTICLE X DISSOLUTION
Upon dissolution of the corporation, assets shall be distributed
for one or more purposes within the meaning of Section 501 (c) (3)
of the Internal Revenue Code or any corresponding section of any
future federal tax code, or shall be distributed to a state or local
government for a public purpose. Any such assets not so disposed
of shall be disposed of by a court of competent jurisdiction exclusively
for such purposes or to such organization or organizations, as the
court shall determine, which are organized for such purposes.
ARTICLE XI CERTIFICATION
I, ___________________________, duly elected Secretary of the corporation,
do hereby certify that these By-Laws of the Statewide Independent
Living Council of Tennessee have been adopted by the Council on
the _____ day of ___________, in the year of our Lord, 2003.
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