Utah Statewide Independent Living Council Bylaws Amended: November 26, 2013
BYLAWS OF THE UTAH STATEWIDE INDEPENDENT LIVING COUNCIL INDEX ARTICLE I PURPOSE 1 ARTICLE II MEMBERSHIP 1 ARTICLE III MEETINGS 4 ARTICLE IV OFFICERS 5 ARTICLE V EXECUTIVE COMMITTEE 6 ARTICLE VI COMMITTEES 7 ARTICLE VII EXECUTIVE DIRECTOR 8 ARTICLE VIII AMENDMENT 8 ARTICLE IX DISSOLUTION 8
BYLAWS OF THE UTAH STATEWIDE INDEPENDENT LIVING COUNCIL ARTICLE 1. PURPOSE 1.01 Purposes: The purpose of the Utah Statewide Independent Living Council (USILC) is to: (1) Develop and expand independent living programs and philosophy on a statewide basis. (2) Develop and submit the State Plan for Independent Living (SPIL) in conjunction with the designated state agency. (3) Hold hearings, forums, and conduct surveys to determine statewide independent living needs. (4) Monitor, review, and evaluate implementation of the SPIL. (5) Coordinate activities with the State Rehabilitation Council (SRC) and other councils, agencies, and organizations that address the needs and issues of the disability population. (6) Act as a resource to public and private entities regarding issues relating to people with disabilities. (7) Advocate for independent living. (8) Use previous federal fiscal year reports, including 704 s, to prepare an annual comprehensive statewide independent living report no later than February 28 th for approval by the Council. (9) These Bylaws are intended to comply with TITLE VII, Section 705 of the Rehabilitation Act of 1973 as amended. ARTICLE II. MEMBERSHIP 2.01 Number of Members: The number of voting members shall be no more than 15. The total membership shall be no more than 22 or less than 10. 2.02 Appointments: All members of the Council, voting and ex officio, shall be appointed by the Utah State Board of Education prior to membership. Recommendations of individuals to fill vacancies shall be put forth by the Nomination/Membership Committee to the full Council for approval. Nominees for Council membership must give prior consent of the nomination. Approved recommendations for nomination are submitted to the Utah State Board of Education for appointment to the Council. New members filling completed terms will be welcomed, oriented and installed at the first meeting of the 1 November 26, 2013
federal fiscal year. New members filling other vacancies will be welcomed, oriented and installed at the first meeting after Board appointment. 2.03 Composition: The majority of both voting and ex-officio members of the Council shall be individuals with a disability and not employed by any State agency or center for independent living. The Council may request representation from organizations or State agencies that represent and/or provide services to individuals with disabilities to serve as ex-officio members. These individuals shall go through the Council membership process including: appointment by the Utah State Board of Education and Council term limitations. Membership shall include: a. As ex officio, non-voting members, the Director or his/her representative from the Utah State Office of Rehabilitation (USOR) and representatives from other state agencies that provide services to individuals with disabilities. b. At least one Executive Director of a CIL, chosen by the Executive Directors of the CILs within the state. The Executive Director chosen will go through the membership and appointment process with a term of one year. c. Two members with a background in financial management and/or experience in the financial management of a non-profit board or organization. d. At least one representative of the Section 121 projects in Utah. (1) Membership may include: a. Individuals with disabilities and parents or guardians of individuals with disabilities. b. Representatives from private business. c. Representatives from organizations that provide services to, or work with, individuals with disabilities. d. Advocates of and for individuals with disabilities and other appropriate individuals. e. Other representatives from CILs. f. Other interested individuals. 2.04 Terms: Terms of council members shall be for three years commencing on the first day of the tenth month, except when a member appointed to fill a vacancy occurring prior to the expiration of a term shall be appointed for the remainder of that term. 2 November 26, 2013
(1) No member shall serve more than two consecutive full terms. A person can be reappointed after a minimum of one full year of non-appointed status by the State Board of Education. (2) There shall be no alternates. 2.05 Vacancies: Vacancies on the Council may occur due to the following reasons: (1) Completion of Term: During the month of July the Council shall submit a list of individuals whose first or second term will expire on September 30 th to the Utah State Board of Education. (2) Resignation: Members may resign from the Council at any time by giving written notice to the Chair. Such resignation takes effect at the time specified therein. Notice of member resignation shall be submitted by the Chair to the State Board of Education as soon as possible after receipt of the request. (3) Removal: Members may be removed from the Council for just cause. Just cause is one or more of the following; failure to participate in the work of the Council, not accepting assignments and/or lack of attendance, which is defined as three consecutive unexcused absences or absence of fifty percent of Council and/or committee meetings. a. If just cause is met, a certified letter shall be sent by the Executive Committee to that member inquiring as to his/her intention to remain actively involved in the council. Enclosed with the letter will be a letter of resignation, and a return addressed, stamped envelope. If the member intends to resign they sign a resignation letter and return the letter to the Chair. b. If the member does not respond to the request within four weeks, removal requires a two-thirds majority vote of Members present at a regularly scheduled meeting of the Council. c. In the event of a resignation or removal of a Member, the Council shall notify and recommend a replacement to the State Board of Education to fill the remainder of that Member's term. 2.06 Conflict of Interest: All Council Members and agents of the Council have an affirmative duty to inform the Council in writing of any actual or potential conflicts of interest with respect to their personal interests and those of the Council. A conflict of interest is defined as any matter of Council business which shall or might result in the member or agent receiving a direct or indirect personal benefit, be it financial or otherwise, or that might be perceived as a conflict of interest. (1) When a question of conflict of interest exists, the member, or the Council Chair shall request that the Council make the determination as to whether or not the 3 November 26, 2013
Member has a conflict of interest. This decision shall be recorded in the minutes of the meeting. (2) No Member of the Council shall cast a vote on any matter where it has been determined that a conflict of interest exists for that member concerning that matter. ARTICLE III. MEETINGS 3.01 Schedule and Conduct of Meeting: All Council meetings will comply with Title 52, Chapter 4, Utah Code. 3.02 Annual Meeting: The annual meeting of the USILC shall be held in the fall of each year. 3.03 Regular Meetings: The Council shall hold a minimum of six regular meetings during the year. Notice of meetings shall be in writing in traditional post or any other universally available electronic media no fewer than ten days prior to the meeting. 3.04 Special Meetings: The Chair or a minimum of 2/3rds of the voting membership may call special meetings at any time. All members must be notified in writing and given an agenda, no fewer than 5 (five) days prior to the meetings. Only those items listed on the written agenda may be considered at the special meeting. 3.05 Voting: Each voting member shall have one vote on matters before the Council. In emergency situations, as determined by the Executive Committee, voting may be conducted by phone, mail, fax, or electronic means with written documentation to be kept on file. (1) Members shall declare any conflict of interest prior to debate of an issue and voting, but shall be allowed to vote if authorized by a majority of the members present. (2) Proxy voting shall not be permitted. 3.06 Quorum: A majority of the voting members constitutes a quorum for the transaction of business. In the event a quorum is not present, actions must be confirmed by the voting members at the next scheduled meeting or by the majority of the voting members by phone, mail, fax, or electronic means with written documentation to kept on file. 3.07 Executive Session: All regular and special meetings shall be open to the public and media. The USILC may go into executive session if approved by a two-thirds vote of the members present. Executive sessions may be called for purposes of discussing personnel, legal and/or real estate matters. Voting shall not occur during executive sessions. 3.08 Rules of Order: Business of the Council shall be transacted in accordance with Robert s Rules of Order, newly revised. 4 November 26, 2013
3.09 Reimbursement: Reimbursement for expenses of members attending meetings of the USILC shall be provided according to established policies. 3.10 Minutes: Minutes shall be kept and distributed to Council members of all regular, executive, and special meetings within 10 working days of the meeting. Minutes of regular Council meetings must be approved by a majority vote of a quorum of the Council and signed by a member of the Executive Committee. ARTICLE IV. OFFICERS 4.01 Officers: Officers shall consist of: (1) Chair (2) Vice Chair (3) Secretary (4) Treasurer. Officers must be voting members of the USILC. Chair of the Council shall not be a current director of a Center for Independent Living 4.02 Chair: The Chair shall: (1) Preside at all meetings of the Council and Executive Committee. (2) Ensure that all recommendations of the Council are duly executed and/or transmitted. (3) Be the spokesperson for the Council. (4) Give general direction to the work of the Council. (5) Appoint committee chairs and fill committee vacancies. (6) Oversee the work of the Public Policy Specialist/Administrator, develop and sign an Public Policy Specialist/Administrator Performance Plan and, with the members of the Executive Committee, complete the annual Public Policy Specialist/Administrator performance evaluation. (7) Develop the Council meeting agenda. (8) Serve or appoint designee to represent the USILC on the State Rehabilitation Council. (9) Perform such other duties as may be assigned by action of the Council, or as may be necessary to carry out the mission of the Council. 4.03 Vice-Chair: (1) Assume the duties of the Chair in the absence of the Chair. (2) Counsel with the Chair. (3) Assist the Chair in carrying out Council responsibilities. (4) In the event the Chair is unable to complete their full term, the Vice-Chair will assume the duties of the Chair until the term expires. 5 November 26, 2013
(5) Be responsible for the orientation and training of new members and alternates. 4.04 Secretary: The secretary shall carry out or cause to be carried out the following: (1) Review and oversee recording and distribution of minutes of all Council, Executive Committee and committee meetings. (2) Assure that notice of meetings are distributed. (3) Assure that records of attendance and terms of office are maintained. (4) Other activities incident to the office of Secretary as assigned by the Chair. 4.05 Treasurer: When possible the Treasurer shall have financial management skills and experience. The Treasurer shall in conjunction with the Council staff, carry out or cause to be carried out the following. (1) Chair the Finance Committee. (2) Oversee fiscal management and reporting of funds distributed to and by the Statewide Independent Living Council (USILC). (3) Report current fiscal status of USILC at regularly scheduled or special meetings of the USILC. (4) Work with designated state unit and USILC staff on budget development for the state plan for independent living. (5) Develop budget for USILC resource plan. Present resource plan to USILC for discussion and approval. 4.06 Nominations of Officers: The Nomination/Membership Committee shall, in addition to their regular duties, meet for the purpose of nomination of at least one individual for each office of the Council. Individuals nominated by the committee must give prior consent. A slate of these individuals must be rendered in writing to the Council voting membership at least 10 days prior to the meeting and enclosed with the meeting agenda. Nominations may also be made from the floor with prior consent of the nominee. 4.07 Elections: The Chair and Vice Chair shall be elected no later than the last meeting of the federal fiscal year, by a majority vote of those present. The Treasurer and Secretary shall be nominated from and elected by voting membership of the Council at the first meeting of the new federal fiscal year. 4.08 Terms: Terms of all officers shall be for one year. 4.09 Succession: An officer may not be elected to serve for more than two consecutive one year terms in the same office, but may be eligible for the same office again after an interval of one year and is eligible for other offices immediately. 6 November 26, 2013
4.10 Removal: An officer may be removed from office by a two-thirds vote of the members for failure to perform the duties of the office, lack of attendance and/or participation. 4.11 Vacancies: In the event that an elected officer is unable to continue to serve, the same procedure for originally filling the office shall be used to fill the un-expired term (See Section 4.06). That elected officer shall serve until the end of the current federal fiscal year. ARTICLE V. EXECUTIVE COMMITTEE 5.01 Executive Committee: There shall be an Executive Committee consisting of the Chair, Vice Chair, Secretary, and Treasurer. The Public Policy Specialist/Administrator shall serve as an ex-officio member of the Executive Committee. The immediate Past-Chair shall also be an ex-officio member of the Executive Committee whenever possible. (1) Powers: The Executive Committee shall manage all activities and affairs of the Council which must be addressed during intervals between meetings. (2) Duties: Specific duties of the Executive Committee shall include: (A) Meet at least monthly and or prior to all regularly scheduled Council meetings (C) Regularly review calendar of required USILC deadlines with Public Policy Specialist Administrator. (D) Review USILC monthly expenditures. (E) At a minimum of once annually review personnel files with the Public Policy Specialist/Administrator. (F) At a minimum of once annually review equipment inventory report and confirm location of equipment. (G) Review and approve Public Policy Specialist/Administrator time records. (H) Approve and sign Executive Committee Monthly Report submitted by the USILC Public Policy Specialist/Administrator. (3) Executive Committee Decisions: All decisions of the Executive Committee shall be ratified at the next regular Council meeting. In emergency situations, voting may be conducted by phone, mail, or electronic means with written documentation of the results kept on file. (4) Public Policy Specialist/Administrator Evaluation: The Executive Committee shall develop an annual performance plan with the Public Policy Specialist/Administrator, and conduct an annual performance evaluation based on the plan. 7 November 26, 2013
(5) Public Policy Specialist/Administrator Salary Increases: The Executive Committee shall recommend all increases for the Public Policy Specialist Administrator and present to the full Council for approval. 5.02 Meetings : The Chair may call meetings of the Executive Committee at any time. Minutes of the meetings shall be reported and distributed prior to the next full Council meeting. 5.03 Quorum: A majority of the members of the Executive Committee shall constitute a quorum for transaction of business. ARTICLE VI. COMMITTEES 6.01 Ad Hoc Committees: The Council and/or the Council Chair may form Ad Hoc Committees or Task Forces as they may deem necessary and/or valuable for specific purposes to further the Council mission and/or State IL Plan within a specified time period. The Chair of the Ad Hoc committee must be a current council member. 6.02 Standing Committees: The establishment of Standing Committees as well as the committee charge shall be determined by the majority of the voting membership of the Council and can be dissolved or established only through approval of By-law amendments. Standing committee membership and chairs shall be determined by the Chair of the Council. Standing committees may include voting and non-voting members as well as experts and representatives from the community. The Chair of a standing committee shall be a voting member of the Council. (1) Finance Committee: The Finance Committee shall include: (a) At least two members who have a background in accounting and/or experience in the management and fiscal responsibilities of a nonprofit board. (b) Members of the Executive Committee. (2) State Plan Committee, to consist of a Chair, the CIL representative, DSU Representative, USILC staff and at least two other members of the council. The committee charge shall be to provide recommendations to the full Council for approval concerning (a) the development and submittal of the three-year State Plan for Independent Living (SPIL) and (b) the monitoring and evaluation of the implementation of the SPIL. (3) Nomination/Membership Committee, to consist of a Chair and, at a minimum, two members of the Council. The committee charge shall be to make recommendations to the council concerning the makeup of the Council and to carry out the nomination process. 6.03 Chairs of Committees: Chairs of committees shall serve at the pleasure of the Council Chair for one-year terms, concurrent with the Council Chair's term of office. Each Committee Chair is responsible for calling and presiding over committee meetings, 8 November 26, 2013
organizing subcommittees, or in other ways accomplishing the work of the committee. Regular written reports of the findings and recommendations of the committee will be presented by the Committee Chair to the Council. With the advice and consent of the Council, the committee Chair may conduct public hearings to gather information about pertinent areas of concern. A report on public hearings shall be provided to the Council. 6.04 Responsibilities of Committees: A written summary of each committee's area of responsibility, shall be submitted by the Council to the Committee Chairs annually, or whenever committee assignments are changed or new Ad Hoc committees are formed. ARTICLE VII. PUBLIC POLICY SPECIALIST/ADMINISTRATOR 7.01 There shall be a Public Policy Specialist/Administrator of USILC who shall be hired and terminated by two-thirds vote of the members. 7.02 The Public Policy Specialist/Administrator shall report regularly to the Council and be accountable to the Council through the Executive Committee. ARTICLE VIII. AMENDMENT 8.01 Amendment of the Bylaws: Recommended changes to the bylaws must be submitted to the USILC membership in writing at least 30 days prior to a vote on them. These bylaws may be amended by a two-thirds vote of the members present at any regular meeting. Amendments shall become effective at the time of approval. ARTICLE IX. DISSOLUTION 9.01 Dissolution: In the event of dissolution, the USILC, after paying, or making provision for the payment of all its liabilities, shall dispose of all its assets exclusively to such organizations(s) operated exclusively for charitable, educational, or scientific purposes. These organizations must qualify as an exempt organization(s) under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Revenue Law). This is to certify that the foregoing is a true and correct copy of the bylaws of the Corporation named in the title of these bylaws. These bylaws were duly amended and adopted by the Board of Directors of such Corporation on November 26, 2013. USILC Chair 9 November 26, 2013