The SILC is a nonprofit 501(c)3 corporation. The SILC will have no members. The SILC will be
governed by the Statewide Independent Living Council of Tennessee (hereafter referred to as the "Council").

ARTICLE 2. PURPOSE

Section 2.1

The purpose of the SILC shall be to ensure that Tennesseans with disabilities have the resources they need for
successful independent living choices by:

Jointly developing, in conjunction with the Division of Rehabilitation Services (DRS), the Designated State
Unit, 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");
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
Empowering individuals with disabilities and disability related organizations through education, advocacy,
systems change efforts, and coalition building toward goals that reflect the Independent Living philosophy.

ARTICLE 3. AUTHORITY OF THE COUNCIL

The affairs and business of the SILC shall be under the control of the Council. The Council may establish
policies for the management and operation of the SILC to the extent those policies are consistent with the laws
of the United States and the State of Tennessee and these Bylaws. The Council may delegate the performance
of any duties to Officers of the Council or SILC staff, as needed.

ARTICLE 4. MEMBERSHIP

Section 4.1. Qualifications of Council Members

The Council should be composed of individuals:

Who represent a broad range of individuals with disabilities;
Who are knowledgeable about Centers for Independent Living and Independent Living services;
Who subscribe to and are committed to the Independent Living philosophy, including consumer control and
consumer choice; and

Section 4.2 Composition

A majority (51%) of Council members must be:
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.
Council members include voting members who are appointed to the Council and non-voting (ex officio) members
who serve on the Council by virtue of the office they hold or the agency they represent.
Voting Members
1. The Council will strive to include at least one voting member from each of the nine development districts of
  Tennessee and three at-large voting members from across the state.
2. Qualified nominees shall be selected based upon the criteria for composition as required by the Act and shall include:
  1. In accordance with federal law, at least one Executive Director of a Center for Independent Living elected
    by the Executive Directors of the Centers for Independent Living within the state; and
  2. Other representatives from Centers for Independent Living but in no event shall 51% of members of the Council
    be comprised of representatives from Centers for Independent Living;
  3. Parents and guardians/conservators of individuals with disabilities;
  4. Advocates for individuals with disabilities;
  5. Representatives from private businesses;
  6. Representatives from organizations that provide services for individuals with disabilities; and
  7. Other individuals determined appropriate by the Council.
Non-voting Members - Non-voting members of the Council shall include:
1. An ex-officio representative from the Designated State Unit (DRS); and
2. Ex-officio representatives from other state agencies (or their designees) that provide services for individuals with disabilities.

Section 4.3 Appointment

Voting members of the Council shall be appointed by the Governor of the State of Tennessee in accordance with the Act. When a
vacancy of a voting member occurs, the SILC will present a slate of qualified nominees in accordance with procedures established by the
Governor’s office.
Non-voting members shall be the chief executive officer of the state agency being represented on the Council or their designee with
policy-making capacity.
A member may be suspended 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 4.4 Terms of Appointment

Each voting member must be appointed to a term of three years except that the terms of service of the initial Council members
must be, as specified by the Governor, for varied numbers of years to ensure that terms expire on a staggered basis.
Number of Terms - No voting member may serve more than two (2) consecutive full terms except that:
1. A member appointed to fill a vacancy prior to the expiration of the term for which the predecessor was appointed shall be appointed
  for the remainder of the predecessor’s term. This period will not count towards the two consecutive full term limit and thus a member
  may be nominated to serve two (2)consecutive three (3) year terms in addition to filling the expired term of a predecessor.
Those members whose terms have expired shall continue to serve as voting members until a new member is appointed, in order to avoid
the burden on Council business with multiple vacancies at one time.

Section 4.5 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.

Section 4.6 Resignation and Removal

Any member may resign from the Council at any time by giving written notice to the Chair and/or Executive Director. Such
resignation takes effect at the time specified therein.
The Council may recommend to the Governor of Tennessee that a member on the Council be removed. Such recommendation requires
a two-thirds (67%) majority vote of those members present at a regularly scheduled quarterly meeting.

ARTICLE 5. OFFICERS

Section 5.1 Officers of the Council

The Officers of the Council shall consist of a Chair, a Vice-Chair, a Secretary, and a Treasurer elected by the Council.

Section 5.2 Term of Office

Elections shall be held annually by the Council for Officers.

Section 5.3 Officer Duties and Responsibilities

The Chair 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 SILC, 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 SILC and serve as a non-voting member of all
  Council committees and sub-committees;
5. Have direct supervisory responsibility for the Executive Director of the SILC;
6. Perform other powers and duties that may be assigned by a majority of the Council.
The Vice-Chair:
1. Officiates at meetings in the absence of or at the request of the Chair;
2. Succeeds the Chair in the event of a vacancy until the Council selects a new Chair at the next regularly scheduled meeting;
3. Perform other powers and duties that may be assigned by a majority of the Council;
4. Unless otherwise determined by the Executive Committee, the Vice Chair shall sit as a member or chair of all ad hoc committees.
The Secretary:
1. Records and attests to minutes of all Council 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.
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 5.4 Resignation, Removal, and Vacancies

Any Officer may resign from his or her office at any time by giving written notice to the Chair and/or Executive
Director. Such resignation takes effect at the time specified therein.
Any Officer who fails to 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 meeting of the Council.
In the event that an Officer is suspended by the Chair, a hearing may be held at the next regularly scheduled
meeting to determine if the Officer is to be retained in office.
An officer elected to an interim term shall serve until the annual election.

ARTICLE 6. MEETINGS

Section 6.1

The SILC shall meet at least quarterly. Special meetings can be called at the discretion of the Chair.

Section 6.2

The Council may, at the discretion of the Chair, attend meetings through the use of assistive
technology (by teleconference, video conferencing or other electronic means) 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.

Section 6.3 Quorum

The presence of 51% of the voting members of the Council constitutes a quorum for the transaction of business.

Section 6.4 Attendance

Members are expected to attend all regularly scheduled meetings.
The SILC will present nominees to replace any voting member who fails to attend two regularly scheduled meetings
within any twelve (12) month period without an excused absence. Failure to provide timely notice will be considered
as an unexcused absence.

Section 6.5

Robert's Rules of Order Newly Revised shall govern all SILC Council meetings on points not otherwise addressed in these Bylaws.

Section 6.6 Voting, Proxies and Motions

Each voting member of the Council may be represented by proxy with written authorization from the member. A
person serving as proxy may not represent more than one voting member on any given issue.
The Chair will abstain from voting except for the purposes of:
1. Breaking a tie vote; or
2. For record, to sustain a unanimous vote.
In the event that a voting member of the Council has made a motion, any member may second the motion. In the
event that a non-voting member has made a motion, only a voting member may second the motion.

Section 6.7 Conflict of Interest

No member of the Council shall cast a vote on any matter that would provide direct financial or other benefit
to the member, an organization with which they are affiliated, or otherwise give the appearance of a conflict of
interest. A conflict of interest arises when a Council member has a financial relationship to, or is an employee of,
or on the Board of Directors of an organization which intends to apply for or has applied for a grant or contract from
the SILC or the DSU. Any Council member who has a conflict of interest must refrain from the following:
1. Participation on the screening or selection committees involving funding decisions or recommendations,
2. Participation in the discussion and voting at Council meetings regarding funding decisions or recommendations.
If any member of the Council should apply for employment with the SILC, such member shall immediately resign from the Council.

Section 6.8 Public Testimony

Non-Council members who wish to present on any matter under consideration by the Council may do so when recognized by the
Chair. Individuals who wish to make a formal presentation at a Council meeting on any matter of interest or concern to the
Council shall contact the Council Chair or Executive Director and provide the name of the presenter and the organization, if
any, being represented, the address of the speaker(s), and the telephone number(s). Requests for appearance will be considered
up to ten business days prior to the regularly scheduled Council meeting.

ARTICLE 7. COMMITTEES

Section 7.1 Standing Committees

There shall be the following standing committees:

The Executive Committee shall consist of the elected Officers of the Council of the SILC. In order to be eligible to serve
on the Executive Committee, an officer must have served at least one full year on the Council unless four members with a year
of experience are not available for officer positions. The Executive Committee shall exercise all authority delegated to it by
the Council, including providing general oversight of the Executive Director and conducting other Council business as necessary to
carry out the functions of the Council. The Executive Committee may succeed itself for a period of only one year with the approval
of the entire Council.
The Budget and Finance Committee
1. The Budget and Finance Committee shall be comprised of Council members who are appointed by the Chair. The Treasurer shall
  serve as Chair of the committee. The committee shall be responsible for ensuring the successful completion and appropriate oversight
  of the following functions:
  1. 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.
2. The Budget and Finance Committee shall delegate its responsibilities to the Executive Director, when appropriate.

Section 7.2 Other Committees

The Chair may appoint ad hoc committees to conduct specific business of the Council as needed. All such committees shall be chaired by
a voting member of the Council but may include non-voting Council members and non-Council members.

ARTICLE 8. EXECUTIVE DIRECTOR

Section 8.1

The Council shall employ an Executive Director to carry out the policies and programs of the SILC in accordance with the
Articles of Incorporation, the Bylaws, the written policies of the SILC, federal law, and any written directives of the Rehabilitation
Services Administration. The Executive Director shall serve as chief administrator of the activities of the SILC’s programs, shall
be responsible to the Council and its committees, but shall have no power to vote and, subject to the direction of the Council will
represent the SILC in matters dealing with the public or other agencies. The Executive Director shall be responsible for recruiting,
hiring, supervising, and the terminating of all Council employees. The Executive Director shall have such additional authority and
duties that may be assigned by the Council.

Section 8.2

A performance review of the Executive Director shall be conducted annually by the Executive Committee using a process that
input from other Council members or other sources deemed appropriate by the Chair. 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.

Section 8.3

The Executive Director may be removed by the Council at their discretion following a two-thirds (67%) majority vote of members which
may be taken by phone, e-mail, or other means. With prior notice to all Council members, the Executive Committee may suspend the
Executive Director until the full Council vote is taken.

ARTICLE 9. FISCAL YEAR

The fiscal year for the SILC shall be July 1 of one calendar year through June 30 of the following calendar year.

ARTICLE 10. 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 11. AMENDMENTS

These Bylaws may be amended by two-thirds (67%) majority vote of the Council present, provided that the amendment has been
delivered to each member twenty-one (21) days prior to action being taken.

ARTICLE 12. CERTIFICATION

I, ______________________________, duly elected Chair of the corporation, do hereby certify that these Bylaws of the Statewide
Independent Living Council of Tennessee have been adopted by the Council on the __________ day of ____________________, in the year, 20_____.