BY-LAWS
OF
The CIL
ARTICLE I
PURPOSES AND GOALS
SECTION 1. PURPOSES- The purpose of the corporation shall be to plan, establish and maintain and operate a CIL for disabled individuals. The CIL shall provide a meaningful and complete combination of independent living services for disabled individuals. Such services shall be available to all persons regardless of disability, race, creed, color, sex, sexual orientation, age, religion, national origin, marital status, or status with regard to public assistance who, because of the severity of his or her disability, will require independent living services for a prolonged or indefinite period of time to achieve a greater level of independence and functioning in family or community or engage in or continue employment.
SECTION 2. GOALS- The CIL shall offer the following services but shall not be necessarily limited to these services:
(A)Intake counseling to determine the client's need for specific rehabilitation services;
(B)Referral and counseling services with respect to attendant care;
(C)Counseling and advocacy services with respect to legal and economic rights and benefits;
(D)Counseling and training in independent living skills maintenance of adaptive equipment, job seeking skills, and special programs for people who are blind or visually impaired, and deaf and hard of hearing;
(E)Housing and transportation referral and assistance;
(F)Surveys, directories and other activities to identify appropriate housing and accessible transportation, and other support services;
(G)Health maintenance programs;
(H)Peer counseling;
(I)Community group living arrangements;
(J)Education and training necessary for living in the community and participating in community activities;
(K)Individual and group social and recreational activities;
(L)Other programs designed to provide resources, training, counseling services, or other assistance of substantial benefit in promoting the independence, productivity, and quality of life of persons with disabilities;
(M)Attendant care and training of personnel to provide such care: and such other services as may be necessary and not inconsistent with the provisions of these By-Laws.
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ARTICLE II
MEMBERSHIP
SECTION 1. COMPOSITION- There is one class of membership of the corporation. Membership in the corporation shall not be denied to any person regardless of race, creed, color, sex, sexual preference, age, or religious preference. Voluntary membership dues shall be set by the Board of Directors prior to the start of the fiscal year.
SECTION 2. VOTING- Each member of the corporation shall have one vote in respect to any matter on which members of the corporation shall have the right to vote. There shall be no cumulative voting allowed. Voting by proxy shall not be allowed at any meeting of the membership of the corporation.
ARTICLE III
ANNUAL MEETING
SECTION 1. SCHEDULE- The annual meeting of the membership of the corporation shall be public and advertised as to its place and time to be designated by the Board of Directors on the fourth Tuesday of September.
SECTION 2. PURPOSE- The purpose of the annual meeting of the corporation shall be for the election of the Board of Directors and for the transaction of such other business as may properly come before each meeting.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1. DUTIES- The business of the corporation shall be the responsibility of and shall be managed by the Board of Directors. The Board of Directors shall have the power and authority to do all things necessary and lawful to implement and achieve the purpose and goals of the corporation as set forth in these By-Laws and in the Articles of Incorporation.
SECTION 2. COMPOSITION- A majority of the Board of Directors of the corporation shall be made up of persons with disabilities, legal guardians, or representatives of persons with a disability. The Board of Directors of the corporation shall consist of no more than 18 elected persons.
SECTION 3. SELECTION- The first 14 members of the Board of Directors shall be elected by the incorporators. Subsequent members of the Board of Directors shall be nominated by the Nominating Committee and be elected by the members of the corporation present at the annual meeting, or by mail-in ballot.
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SECTION 4. MEETINGS- The Board of Directors shall meet at least six times in each calendar year. All meetings of the Board of Directors shall be open to the members of the corporation and to the general public.
SECTION 5. MEETING NOTIFICATION- Each director of the corporation shall be given written notice of any meetings of the Board of Directors at least five days before such regular or special meeting.
SECTION 6. QUORUM- A quorum of the Board of Directors shall be one-third of those presently elected.
SECTION 7. TERMS- Each director of the corporation shall hold office for a period of three years. One third of the directors shall be nominated by the nominating committee and elected by the membership of the corporation at the annual meeting each year. No person shall serve more than six consecutive years (two three year terms) as a director of the corporation and no such person may be re-elected to the Board of Directors unless one full year has elapsed since completion of six consecutive years of service as a director.
The term will be effective immediately after the results of the election have been reported to the Board by the Nominating Committee at the annual meeting. Termination of the outgoing Board members will also occur at this time.
SECTION 8. ATTENDANCE- Directors shall not be absent from more than two (2) of the regularly scheduled Board of Directors' meetings in any year.
SECTION 9. REMOVAL FROM THE BOARD OF DIRECTORS- In the event a director shall miss two (2) consecutive meetings in any year, the Secretary of the corporation shall promptly furnish the names of such director(s) to the President of the corporation. The Executive committee of the corporation shall determine whether it is appropriate to send a letter to such director(s) asking the director(s) to respond as to his or her intention with respect to remaining on the board. If no satisfactory response is received, the Board of Directors shall jointly decide whether or not to ask the director to resign.
SECTION 10. VACANCIES- If for any reason, as a result of resignation, removal or death of a director, board membership falls below eighteen, the Board of Directors after considering recommendations from the nominating committee, can elect a individual(s) to the board, to fill the vacated term(s), without membership approval by a majority vote of the remaining Board of Directors.
SECTION 11. VOTING- No director shall be allowed to vote by proxy but may vote by absentee ballot, by phone, or by mail.
SECTION 12. PROCEDURES- All meetings of the Board of Directors of the corporation shall be governed by Roberts Rules of Order, latest revision.
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ARTICLE V
OFFICERS
SECTION 1. SELECTION- The Board of Directors of the corporation shall elect the President, Vice-President, Secretary, and Treasurer, as well as two representatives to the Executive Committee.
SECTION 2. TERMS- All such officers shall be elected on an annual basis and no person shall hold the same office for more than four (4) consecutive years.
SECTION 3. PRESIDENT- The duties of the President shall be to call and chair meetings of the Board of Directors and to carry out such other duties or responsibilities as are generally and commonly assigned to be carried out by a president.
SECTION 4. VICE PRESIDENT- The duties of the Vice-President shall be to assist the President and to carry out such other duties as determined by the President or by the Board of Directors.
SECTION 5. SECRETARY- The duties of the Secretary shall be to record the minutes of all meetings of the Board of Directors and to send notification of any such meetings.
SECTION 6. TREASURER- The duties of the Treasurer shall be to keep full, accurate and public records of the financial affairs of the corporation. In addition, she/he shall:
(A)Prepare and submit for consideration and approval by the Board of Directors an annual budget and an annual financial statement of the affairs of the corporation.
(B)Carry out such other duties and responsibilities as are generally and commonly assigned to or carried out by a treasurer.
(C)The treasurer will be a member and chair of the finance committee.
ARTICLE VI
COMMITTEES AND TASK FORCES
SECTION 1. STANDING COMMITTEES- The Board of Directors of the corporation shall be authorized to establish standing or ad hoc committees, including, but not limited to nominating committee, personnel/policy committee, publicity committee, fundraising committee, finance committee, program committee and assistive technology committee. Every member of the Board will serve on at least one standing Committee.
SECTION 2. COMMITTEE MEMBERSHIP- Committee membership is not limited to the Board but may include anyone. The chair will be elected by the committee members but must be a member of the Board.
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The CIL will have the following standing committees:
Executive Committee: Consists of Board officers and two representatives from the board. Committee is responsible for overseeing the operations of the board, often acting on behalf of the board during on-demand activities that occur between meetings, which are later presented for full board review.
Personnel Committee: Review on an annual basis CIL Personnel Policies and Procedures, recommending changes, additions and/or deletions to the full Board.
Fund Raising Committee: To lead the Board in efforts that attract money and services needed to carry out the mission of CIL, including the planning and development of various fund raising events and activities.
Finance Committee: Works closely with the chief financial officer in making recommendations to the full Board about asset management, debt management, identification, and other aspects of risk management. The committee also oversees monthly financial statements, performance of an annual audit, and reviews an investment strategy to ensure the efficient use of CIL funds.
Publicity Committee: Publicize CIL programs, events and accomplishments via all available media sources. Actively participate in promoting activities that are of concern to consumers. Be knowledgeable regarding various city commissions, i.e., Mass Transit, Human Rights, Planning, etc. Recognize city accomplishments and public officials who support CIL's causes.
Program Committee: Work with CIL staff in developing new programs based on identified consumer need, revising existing programs as necessary, and developing various techniques for adequate consumer feedback.
Nominating Committee: Recruit and nominate new Board members as needed and nominate officers of the Board of Directors on an annual basis.
Assistive Technology Committee: Works with CIL staff to develop assistive technology opportunities for consumers and the expansion of the assistive technology and resource center.
There may be other committees or task forces established as needed to fulfill CIL's mission.
SECTION 3. TASK FORCES, CONSULTANTS AND ADVISORS- As necessary the Board of Directors may ask for consultation from persons who are serving in an advisory capacity to the Board of Directors with no rights of board membership.
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ARTICLE VII
AMENDMENTS
SECTION 1. PROCEDURES- Amendments to the Articles of Incorporation or the By-Laws of the corporation shall be by majority vote of the Board of Directors of the corporation at any regular or special meeting of the members of the corporation called for such a purpose. Written notices of the proposed changes and meeting date must be given to each member of the Board of Directors 15 days prior to the meeting.
Revised: 5/23/00
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