BYLAWS
January 1993, rev. 2001
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TABLE OF CONTENTS
Article and SectionPage
ARTICLE I. OFFICE AND UNITS
Section 1.1 Principal Office.
Section 1.2 Other Offices.
Section 1.3 Registered Office.
ARTICLE II. MISSION AND PURPOSES
Section 2.1 Mission.
Section 2.2. Purposes.
Section 2.3 Focus.
ARTICLE III. MEETINGS OF CIL AND BOARD OF DIRECTORS
Section 3.1 Annual Meeting.
Section 3.2 Special Meetings.
Section 3.3 Place of Meeting.
Section 3.4 Notice of Meetings.
Section 3.5 Informal Action by Board of Directors.
Section 3.6 Quorum.
Section 3.7 Proxies.
Section 3.8 Manner of Acting.
Section 3.9 Voting by Mail.
Section 3.10 Members.
ARTICLE IV. BOARD OF DIRECTORS
Section 4.1. Number and Qualifications.
Section 4.2. Powers.
Section 4.3. Duties.
Section 4.4. Terms of Office and Limitation on Terms.
Section 4.5. Vacancies.
Section 4.6. Quorum of Directors.
Section 4.7. Regular Meeting.
Section 4.8. Annual Meeting/Election of Directors.
Section 4.9. Special Meetings.
Section 4.10. Notice of Meetings.
Section 4.11. Conference Telephone.
Section 4.12. Compensation.
Section 4.13. Waiver of Notice and Consent to Meeting.
Section 4.14. Majority Action as Board Action.
Section 4.15. Conduct of Meetings.
Section 4.16. Removal.
Section 4.17. Non-Liability of Directors.
Section 4.18. Indemnification by CIL of Directors. Officers. Employees. and Other Agents.
ARTICLE V. OFFICERS
Section 5.1. Officers.
Section 5.2. Election at Annual Meeting.
Section 5.3. Term.
Section 5.4. Vacancies/Removal of Officers
Section 5.5. Duties of the President.
Section 5.6. Duties of Vice-President.
Section 5.7. Duties of the Treasurer.
Section 5.8. Duties of the Secretary.
ARTICLE VI. COMMITTEES
Section 6.1. Executive Committee.
Section 6.2. Other Committees.
Section 6.3 General Provisions.
ARTICLE VII CONTRACTS, LOANS, CHECKS, DEPOSITS, GIFTS
Section 7.1. Contracts.
Section 7.2. Loans.
Section 7.3. Checks. Drafts. etc.
Section 7.4. Deposits.
Section 7.5. Gifts.
ARTICLE VIII. CONFLICT OF INTEREST
ARTICLE IX. AMENDMENTS TO BYLAWS
ARTICLE X. BOOKS AND RECORDS
ARTICLE XI. SEAL
ARTICLE X11. WAIVER OF NOTICE
ARTICLE XIII. INDEMNIFICATION
Section 13.1. Non-Derivative Actions.
Section 13.2. Derivative Actions.
Section 13.3. Denial of Right to Indemnification.
Section 13.4. Determination.
Section 13.5. Successful Defense.
Section 13.6. Condition Precedent to Indemnification.
Section 13.7. Insurance.
Section 13.8. Former Officers. Directors. Etc.
Section 13.9. Purpose and Exclusivity.
Section 13.10. Limitation of Liability.
Section 13.11. Director Reliance.
ARTICLE XIV. MISCELLANEOUS
Section 14.1. Amendment of Articles: Dissolution.
Section 14.2. Fiscal Year.
Section 14.3 Construction of Powers.
Section 14.4 Doing: Business As.
CERTIFICATE OF ADOPTION
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BYLAWS
ARTICLE I. OFFICE AND UNITS
Section 1.1 Principal Office.
The principal office for the Center hereinafter the "CIL" shall be located in the ______.
Section 1.2 Other Offices.
The CIL may also have other offices and business locations at such other places, either within or outside the ______, as its programs and/or services may require, and as its Board of Directors may designate.
Section 1.3 Registered Office.
The CIL shall have and continuously maintain in ______a registered office, and a registered agent whose office is identical with such registered office, as required by the State Nonprofit CIL Act. The registered office may be, but need not be, identical with the principal office in the State, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE II. MISSION AND PURPOSES
Section 2.1 Mission.
The mission of the CIL is to promote and support independent living for people with disabilities. The CIL strives through advocacy and collective action to remove the physical and attitudinal barriers that prevent people with disabilities from exercising their rights, achieving personal independence, and participating fully in the life of the community.
The CIL believes that all individuals have the right to live in the community of their choice with dignity and independence with control over their lives. The CIL helps ensure these rights and assists individuals in achieving their goals by counseling, providing support and advocating for removal of those barriers which limit options and prevent persons with disabilities from achieving their goals and independence.
Section 2.2. Purposes.
The purposes of this CIL shall be as follows:
A. To provide community-based programs and services for individuals with disabilities based on the principles of independent living;
B. To provide information and referral services to consumers and professionals about disability issues, disability programs, Americans with Disabilities Act, and related or associated local, regional or state programs and services;
C. To provide community education in order to promote public understanding and support for the rights of persons with disabilities and advocate for the development of programs and services which enable people with disabilities to live independently in the community;
D. To provide peer support services in order to offer a consumer the opportunity to work with another person with a disability to explore options, make informed decisions and achieve increased self-control over his or her life;
E. To provide advocacy to and for persons experiencing disabilities within the structure and guidelines of a federally funded service provider by maintaining a commitment to work to continually advocate for the rights of individuals with disabilities;
F. To provide training services offering individuals the opportunity to learn and practice those skills needed to live independently in the community;
G. To provide service coordination, which promotes information; assistance with problem solving, and linkage to community-based services.
H. To exercise such further powers, functions and duties as may be conferred upon nonprofit CILs under the laws of the State of and which are reasonably related or incidental to the basic objectives of the CIL.
Section 2.3 Focus.
The focus of the CIL's purposes is on advocacy at the consumer's direction. Coordination of these services is an integral part of a comprehensive service approach, which offers an array of service options to the consumer.
ARTICLE III. MEETINGS OF CIL AND BOARD OF DIRECTORS
Section 3.1 Annual Meeting.
An annual meeting of the CIL and Board of Directors shall be held on the second Tuesday in the month of October in each year, at the hour of 11:00 o'clock a.m., or at such other place and time as the Board shall determine, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the CIL and Board of Directors as soon thereafter as conveniently may be.
Section 3.2 Special Meetings.
Special meetings of the CIL and Board of Directors may be called by the President or by any three Board of Directors.
Section 3.3 Place of Meeting.
The Board of Directors may designate any place, either within or without the State, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the CIL in the State; but if all the Board of Directors shall meet at any time and place, either within or outside the State, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any action may be taken.
Section 3.4 Notice of Meetings.
Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each Board Director entitled to vote at such meeting, within the time specified in the call of the meeting or, if no time is specified, then not less than ten nor more than fifty days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Board Director at his address as it appears on the records of the CIL, with postage thereon prepaid.
Section 3.5 Informal Action by Board of Directors.
Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Board of Directors entitled to vote with respect to the subject matter thereof.
Section 3.6 Quorum.
The Board of Directors holding a majority of the votes, which may be cast at any meeting (based on the number of Director positions authorized and filled), shall constitute a quorum at such meeting. If a quorum is not present at any meeting of the Board of Directors, a majority of the Board of Directors present may adjourn the meeting from time to time without further notice.
Section 3.7 Proxies.
At any meeting of the Board of Directors, a Director entitled to vote may vote by proxy executed in writing by the Director or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
Section 3.8 Manner of Acting.
A majority of the votes entitled to be cast on a matter to be voted upon by the Board of Directors present or represented by proxy at a meeting at which a quorum is present or the vote of a majority of a quorum of Directors if voting is by mail shall be necessary for the adoption thereof unless a greater proportion is required by law or by these Bylaws.
Section 3.9 Voting by Mail.
A vote of the Board of Directors or an election of Directors may be conducted by mail in such manner as the Board of Directors shall determine.
Section 3.10 Members.
There shall be no voting members of the CIL. Persons who donate a minimum of twenty-five dollars U.S. ($25.00) to the CIL, in cash or in-kind, shall become non-voting members for a period of 12-months from the last such donation. The Board of Directors shall determine privileges of such members from time to time.
Approved by the Board of Directors, October 9, 2001
ARTICLE IV. BOARD OF DIRECTORS
Section 4.1. Number and Qualifications.
There shall be at least five and not more than eleven directors of the CIL; collectively they shall be known as the Board of Directors. Fifty-one (51) percent of the Board of Directors must be persons with a disability who are knowledgeable about independent living programs and services. Further, at least three members shall be residents of the state and of these at least two must be officers.
Maximum number of Board Members approved by the Board of Directors 9-11-01
Section 4.2. Powers.
The Board of Directors is empowered to exercise all powers afforded a nonprofit CIL under the State's nonprofit CIL statutes, specifically ____ to _____.
Section 4.3. Duties.
The Board of Directors hasthe following duties:
A.Perform all duties imposed upon the Board by law, by the Articles of Incorporated, or by these Bylaws;
B.Appoint and employ an Executive Director who shall execute the policies and decisions of the Board. The Executive Director shall be employed to serve either at the pleasure of the Board or under contract under such terms and conditions as may be agreed upon;
C.Meet at such times and places as required by these Bylaws.
Section 4.4. Terms of Office and Limitation on Terms.
Each Director shall hold office until expiration of their term, as specified by these Bylaws, and until his or her successor is elected and qualifies. No member may serve more than two full three-year term.
Maximum number of terms approved by the Board of Directors 9-11-01
Section 4.5. Vacancies.
A vacancy occurring on the Board of Directors may be filled by a majority of Directors then in office, whether or not less than a quorum, or by a sole remaining Director. A person elected to fill a vacancy as provided in this section shall hold office until the next annual election of the Board of Directors, or until his or her death, resignation or removal from office. A vacancy exists upon the death, resignation, or removal of any Director, and if the number of authorized Directors is increased.
Section 4.6. Quorum of Directors.
A quorum for meetings of the Board of Directors shall consist of a majority of the Board of Directors actually existing and serving at any given time (as opposed to a majority of the number of Directors authorized).
Action taken by a majority of the Directors present at the meeting at which a quorum is present is the act of the Board. When a meeting is adjourned for lack of a quorum, members present may decide upon a time and place for reconvening the adjourned meeting, and the presiding officer will be responsible for notifying the absent members of the time and place for the reconvened meeting. Such meeting is not to be considered a special meeting of the Board.
Section 4.7. Regular Meeting.
Regular meetings of the Board may be held at such times as the Board may establish by resolution. Regular meetings will be scheduled monthly; will begin at 5:45 p.m. and adjourn at 7:00 – 7:30 p.m. The President, or the Vice-President in the absence of the President, has the authority to cancel or postpone a regularly scheduled meeting due to weather conditions or other untoward circumstances. However, the Board in its discretion may decide that any given regular meeting is unnecessary and cancel the meeting. The Board may also decide to hold a regular meeting on a different day if the regularly scheduled meeting falls on a holiday.
Section 4.8. Annual Meeting/Election of Directors.
Annual Meeting. (a) There shall be an annual meeting of the Board of Directors for the purposes of electing Board members and officers. Prior to the annual meeting written notice shall be given to all CIL consumers as to meeting time, place and purpose. Nominations for Board vacancies will be requested and the nominating committee, which shall be appointed for the purpose of nominating candidates, will consider all eligible nominations.
Approved 8-14-01
(b) Election of Directors. Approximately one third of theDirectors shall be elected annually. At the meeting of the Board of Directors at which new Board members areto be elected on a three year rotating membership basis, or at such prior meeting as the Board may designate for acceptance of nominations, each member of the Board present at such meeting shall be entitled to nominate candidates for Directors up to the number of Directors to be elected. Neither nominating nor voting shall be by ballot unless a motion requesting a ballot is made and approved by a majority of those present. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected. Announcement at any duly convened Board of Directors meeting that nominations for candidates, or election of Directors, or both nominations and elections shall be had at the next Board of Directors meeting shall constitute sufficient notice of such action, provided notice is given to those Directors not present at such duly convened meeting as provided in Sections 3.07 and 3.09, and further provided that if the time and place of the Directors meeting or meetings at which candidates are to be nominated and Directors are to be elected is designated by standing resolution, no notice other than such resolution shall be required.
Section 4.9. Special Meetings.
Special meetings of the Board may be called by the President or by any three board members.
Section 4.10. Notice of Meetings.
No notice is required for regular meetings of the Board or for the annual meeting. Special meetings require at least 48 hours notice by telephone or 72 hours written notice by regular mail to all members of the Board.
Section 4.11. Conference Telephone.
One or more Directors may participate in a meeting of the Board of Directors, or a committee thereof, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
Section 4.12. Compensation.
Directors may receive such reasonable compensation for their expenses as the Board of Directors may fix; such compensation shall include, but not be limited to reasonable airfare, hotel, auto, telephone and meal reimbursement for travel relating to attending Board meetings, regular and/or Special.
Board of Directors Approved 8-14-01
Section 4.13. Waiver of Notice and Consent to Meeting.
Appearance and participation at any specially called meeting or adjournment meeting constitutes waiver of the notice requirement unless specifically objected to at the time.
Section 4.14. Majority Action as Board Action.
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this CIL, or provisions of the States Statutes require a greater percentage or different voting rules for approval of a matter by the Board.
Section 4.15. Conduct of Meetings.
Meetings of the Board of Directors shall be presided over by the President, or in his or her absence, by the Vice-President of the CIL, or in the absence of these persons, by a chairperson chosen by a majority of the Directors present at the meeting. The Secretary of the CIL shall act as Secretary of all meetings of the Board, but in his or her absence the presiding officer shall appoint another person to act as Secretary of the meeting.
Section 4.16. Removal.
A member of the Board of Directors may be removed for cause by a majority vote of the Board of Directors. A member is automatically removed and a vacancy automatically created if a member has two consecutive unexcused absences from regular meetings of the Board of Directors. An absence from a Board meeting will be excused if the Board member has a valid reason for his or her absence, and advises the Secretary or the President in advance of the meeting that the Board member will be absent from the upcoming meeting. A member who misses three consecutive meetings for any reason may be removed at the discretion of the Board.
Section 4.17. Non-Liability of Directors.
Members of the Board of Directors of the CIL shall not be personally liable for the debts, liabilities or other obligations of the CIL solely by dint of the fact of membership on the Board of Directors.