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.