BYLAWS OF THE OREGON STATE INDEPENDENT LIVING COUNCIL Approved 5/24/94 -Revised 1/23/95, 8/28/95, 3/24/97, 9/15/97, 12/15/97, 3/5/99, 8/26/99, 12/8/2000, 3/2001, 3/2003, 3/2004, 6/2004, 9/2004, 9/2005, 9/2006, 9/2007, 4/2009, 9/2011 SECTION I: PURPOSE OF THE COUNCIL AUTHORITY FOR THE COUNCIL The authority for the Council lies in The Rehabilitation Act of 1973 as amended, Title VII, Section 705, and Oregon Administrative Rule 582-01. The Council is established by Executive Order number EO-94-12, signed August 18th, 1994, by the Governor of the State of Oregon. SECTION II: ORGANIZATION OF THE COUNCIL MEMBERSHIP OF THE COUNCIL Appointment The State Independent Living Council (SILC) shall consist of not more than 21 voting members, appointed by the Governor of the State of Oregon. The Council will offer appointment recommendations for the Governor's consideration. The Council will solicit recommendations for membership from organizations and individuals representing a broad range of individuals with disabilities. In addition to the maximum 21 voting members, the Council will also include at least two ex-officio, non-voting members, as listed below in "Representation". Representation A majority of the members shall be individuals with disabilities who are not employed by any state agency or Center for Independent Living (Section 705 (b) (4) (B) (ii.) of Title VII of the Rehab Act). Immediate family members of a CIL Executive Director or CIL Board member are not eligible for SILC membership due to the ongoing SILC issues that would be likely to create a real or perceived conflict of interest. Immediate family members may include, but are not limited to the following: spouse, significant other, children, step-children, parents, etc... The Council must include: 1. Current or past consumers of Independent Living services 2. A maximum of 3 representatives of a Center for Independent Living (CIL), each from a different CIL ~ as defined in Title VII, Chapter 1, Part A, Section 702* (Title IV, Section 410 of the Workforce Approved SILC Bylaws Page 1 of 8 I:\OVRS-SILC\Policies-SILC\Current Policy\Approved SILC bylaws 9.2011.doc Investment Act,), chosen through a vote of all CILs meeting the definition of Section 702 cited above. *Excerpt from the Rehab Act is shown below. At least one of the three CIL representatives must be a CIL director. Center for Independent Living directors, board members, employees, individuals who hold a titled position at a CIL and/or who work/volunteer more than 10 hours per month at a CIL, who are not elected through the above process, shall not be eligible for general SILC membership. 3.A minimum of 2 ex-officio, nonvoting members including a representative from the Oregon Commission for the Blind, and the Oregon Office of Vocational Rehabilitation Services (OVRS). 4.In a State in which one or more projects are carried out under Section 121 (**excerpt from the Rehab Act is shown below), there will be at least one representative of the directors of the projects. * Sec. 702 CENTER FOR INDEPENDENT LIVING-The term `center for independent living' means a consumer-controlled, community-based, cross-disability, nonresidential private nonprofit agency that-- (A) is designed and operated within a local community by individuals with disabilities; and (B) provides an array of independent living services. **Sec. 121. (a) The Commissioner, in accordance with the provisions of this part, may make grants to the governing bodies of Indian tribes located on Federal and State reservations (and consortia of such governing bodies) to pay 90 percent of the costs of vocational rehabilitation services for American Indians who are individuals with disabilities residing on or near such reservations. The non-Federal share of such costs may be in cash or in kind, fairly valued, and the Commissioner may waive such non-Federal share requirement in order to carry out the purposes of this Act. The Council may also include: A. Other persons with disabilities; B. Parents, guardians, and advocates of and for individuals with disabilities; C. Representatives from private businesses and organizations that provide services for individuals with disabilities. Approved SILC Bylaws Page 2 of 8 I:\OVRS-SILC\Policies-SILC\Current Policy\Approved SILC bylaws 9.2011.doc TERMS OF APPOINTMENT Length of Terms Council members will be appointed to serve a term of approximately three years, generally with term ending dates of March 31st, May 31st, or September 30th, or they may be appointed to serve a partial term to fill an existing vacancy. Terms for Council members will expire on a staggered basis. The Governor may re-appoint a Council member to a succeeding term; however, no member may serve more than two consecutive full terms. RESIGNATION AND TERMINATION The Membership Development Committee (MDC) shall review a member’s performance, including attendance, if a member fails to attend two (2) out of three (3) Council meetings or three (3) out of five (5) committee meetings in a twelve-month period. The MDC will forward the results of their review to the Executive Committee. If, as a result of a recommendation by the MDC, the Executive Committee determines that a member has consistently failed to participate in the work of the Council and its subcommittees, including but not limited to his/her failure to attend two (2) out of three (3) Council meetings or three (3) out of five (5) committee meetings within a twelve month period, the Executive Committee shall request the resignation of such member. Failing the receipt of such resignation within thirty (30) days, the Council shall recommend that the Governor or his/her designee terminate the membership of such member on the Council and its committees. A letter will be sent by the Council Chairperson to a Council member the first time they have failed to attend a meeting, advising them to refer to the SILC Bylaws regarding Council requirements, should a second absence occur. VOTING 1. All Governor-appointed members of the Council have voting privileges. 2. Approval of the State Plan for Independent Living, changes to bylaws, and recommendations for termination from membership will require a 2/3 majority vote of the Council. 3. Voting on issues will not be official actions unless conducted at an open public meeting by roll call or written ballot. Telephone Approved SILC Bylaws Page 3 of 8 I:\OVRS-SILC\Policies-SILC\Current Policy\Approved SILC bylaws 9.2011.doc conference calls are considered public meetings. Participation is available to members of the public who request access to the meeting. 4. Fifty-one percent of the SILC voting membership filled positions shall constitute a quorum. COMPENSATION AND EXPENSES The Council may use resources to reimburse members of the Council for reasonable and necessary expenses of attending Council meetings and performing Council Duties (e.g., hiring a driver, personal assistance services, travel, lodging, meal per diem). OFFICERS Executive Committee There shall be an Executive Committee consisting of the elected officers (Chairperson, and Vice-Chairperson, two at-large members, and one CIL representative member). The immediate Past-Chairperson will be an ex- officio Executive Committee member whenever possible. Executive Committee members will have staggered two-year terms to insure continuity within the Executive Committee. Vacated terms will be refilled only for the remainder of the original term, by vote of the Council. Vacated Past-Chairperson terms will be vacant until an immediate Past-Chairperson is available. Ex-officio members of the Council may be members of the Executive Committee in an advisory capacity. It shall be the duty of the Executive Committee to transact the business of the Council, arrange meetings, take action on all matters referred to it by the Council, and to perform such other duties necessary to conduct Council business between regular Council meetings. This may include making position statements in keeping with the SILC's stated purpose and authority when timeliness necessitates. The Executive Committee is not authorized to set or change policy for the Council, but is responsible for referring proposed changes to the full Council. Selection of Council Officers and Executive Committee Members Members of the Executive Committee, with the exception of an available Past-Chairperson, shall be selected from among the membership of the Council by a majority vote. Elected Executive Committee members shall each serve a term of two years, and may be re-elected for succeeding Approved SILC Bylaws Page 4 of 8 I:\OVRS-SILC\Policies-SILC\Current Policy\Approved SILC bylaws 9.2011.doc terms. Executive Committee members may only serve while they remain members of the Council. Duties of the Council Chairperson 1. Preside over all meetings of the Council 2. Call special meetings of the Council 3. Appoint committee chairpersons 4. Appoint committee members in consultation with the committee chairpersons 5. Participate in the development of the meeting agendas 6. Monitor the performance of the committee chairpersons 7. Supervise and provide direction to the SILC Executive Director (ED) based on the job description, and/or ED work plan, and SILC priorities 8. Monitor & address attendance issues of Council members Duties of the Council Vice Chairperson 1. In the absence of the Chairperson, the Vice-Chairperson shall perform the duties of the Council Chairperson. RECALL The SILC may remove any officer or voting member from the Executive Committee, providing that at least two-thirds (2/3) of the current SILC membership so vote, and providing that justification is established. CONFLICT OF INTEREST No Council member shall receive funds directly from the State Independent Living Council except as reimbursement for approved out-of-pocket expenses (e.g. meals, lodging, travel and/or personal assistance), and shall not receive funds for conducting SILC presentations or representing the SILC on other boards, commissions, councils, project planning groups, etc., other than reimbursement for costs. 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 under State law. A conflict of interest arises when a Council member has a financial relationship to, or is an employee, or on the Board of Directors of an Approved SILC Bylaws Page 5 of 8 I:\OVRS-SILC\Policies-SILC\Current Policy\Approved SILC bylaws 9.2011.doc organization which intends to apply for or has applied for a grant or contract. Any Council member who has an actual or potential conflict of interest [Oregon Revised Statute (ORS) 244.020] shall declare it immediately and must refrain from the following [ORS 244.120]: . Participation on the screening or selection committees involving the funding decision. . Participation in the discussion and voting at Council meetings regarding the funding awards and selection of grantees or contractors. In situations where the member’s vote is necessary to meet a requirement of a minimum number of votes to take official action, the member may vote, but may not participate as a public official in any discussion or debate on the issue out of which the actual conflict arises. Council members are obligated to inform the Council or committee of any potential or actual conflict of interest where the Council member could benefit financially from the discussion or decision. Council members with any potential or actual conflict of interest must abstain from voting and participating in other processes that relate to the funding issues in question. Such notice shall be recorded in the minutes of the meeting. In cases of question, the member, the committee chairperson, or the Council Chairperson shall request that the Council make the determination as to whether or not the member is in conflict of interest. Until a determination is made, the member must act as if the conflict of interest exists. SILC members are ineligible to apply as individuals for any type of personal services or other contracts with the SILC during their tenure as a member, and within six (6) months after resignation or retirement from the SILC, contingent on their not having held a position on the SILC when the contract was authorized. A two (2) year separation is mandatory if the former member held office when the contract was authorized [ORS 244.047]. SECTION III: INTERNAL COUNCIL OPERATION MEETINGS Authority The Council may transact business only when a quorum is present (at least 51% of the current voting membership) and when the Council is acting as a body in session subject to the Public Meetings Law. Individual members may not speak or act on behalf of the Council unless specifically authorized to do so. Approved SILC Bylaws Page 6 of 8 I:\OVRS-SILC\Policies-SILC\Current Policy\Approved SILC bylaws 9.2011.doc Public Meetings All regular and committee meetings of the Council shall be conducted according to ORS 192.630, the Public Meetings Law, and shall be open to the public. Meetings shall be conducted in places accessible to people with disabilities. Alternate formats, interpreters, close captioning, enhanced listening systems, and other accommodations will be arranged, upon request and contingent on sufficient notice [refer to ORS 192.630 (5)(a) and SILC Policy VII-Accessibility Requirements]. In addition, the Council goal is to conduct meetings in accordance with the Americans with Disabilities Act. Time and Place of Meetings Meetings of the Council or its committees may be called by their respective chairpersons or by a majority of their members. SILC meetings will be held in a region of the state designated by the majority of the members. Committee meetings may be held via conference call, or at a site designated by the committee Chairperson. The Council will convene at least four meetings per year in such places as it determines necessary for the efficient conduct of the Council business. It may also conduct forums or hearings as it determines necessary to carry out its duties. Telephone conference meetings are permissible. Notice of Meetings Notice of Council Meetings shall be prepared and provided in accessible formats. Public Testimony Individuals who wish to present on any matter under consideration by the Council may do so when recognized by the Chairperson. 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 Chairperson or staff 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. Minutes A written and audio record of all regular and special Council meetings shall be maintained by the Council. The minutes will be recorded by Council staff or other persons selected by the Council. Written minutes will be kept Approved SILC Bylaws Page 7 of 8 I:\OVRS-SILC\Policies-SILC\Current Policy\Approved SILC bylaws 9.2011.doc on file indefinitely and the audio recorded minutes will be kept for a period of one year after transfer to written minutes. Agenda for Regular Meetings The Council staff, in consultation with the SILC Chairperson, shall prepare an official agenda for Council meetings. The agenda will be sent in advance of the meeting to Council members, and to other interested parties upon their request. Agenda items may be added to a meeting by a majority vote of the members present. Parliamentary Procedure Robert's Rules of Order, Revised will govern the Council operating procedures, with the following exceptions: 1. Motions: Voting members may make motions or seconds. Ex-officio members are allowed to either make a motion or second one, but not both. They may not vote on any motion. 2. Proxy Votes: No proxy votes are permitted. Bylaws By-Laws will be reviewed every two years, on even-numbered years, to determine if revisions are necessary. Bylaw revisions may be made at other times if needed. Approved SILC Bylaws Page 8 of 8 I:\OVRS-SILC\Policies-SILC\Current Policy\Approved SILC bylaws 9.2011.doc