Proposed Bylaws Oregon State Independent Living Council Article 1 –Definition & Purpose 1.1. ESTABLISHMENT Authority for the Council lies in The Rehabilitation Act of 1973 as amended, Title VII, Section 705, and Oregon Executive Order number EO- 94-12, signed August 18, 1994, by the Governor of the State of Oregon. The Council is established as a public body, independent from any State agency. 1.2. PURPOSE The Council’s primary purpose as an independent, consumer-directed body is to conduct planning and coordination for the State’s Independent Living program, in order to meet the independent living needs of people with disabilities in Oregon. This includes identifying statewide needs, jointly developing the State Plan for Independent Living with Oregon’s Network of Centers for Independent Living (CILs), monitoring the plan’s progress, reviewing and evaluating the plan’s implementation, and implementing any responsibilities given to the Council within the plan. Other statutory functions include holding regular public meetings and forums, maintaining required records, submitting program reports, and coordinating activities with other entities in the State that provide services similar or complementary to the Independent Living program. Unless prohibited by law, the SILC also has authority to work with Centers for Independent Living to coordinate services with public and private entities, conduct resource development to support the Council’s activities or the provision of Independent Living services by Centers for Independent Living, and carry out any other function consistent with the purpose of the Federal Independent Living program, except the Council may not directly provide Independent Living services. Article 2 – Membership 2.1. REQUIREMENTS A majority of the total members and voting members must be individuals with disabilities (fitting the Americans with Disabilities Act definition), who are not employed by any State agency or Center for Independent Living. The Council will have not more than 21 voting members. Membership shall provide statewide representation, represent a broad range of individuals with disabilities, from diverse backgrounds, and be knowledgeable about center’s for independent living and independent living services. 2.1.A. The Council’s membership must include: 2.1.A.i. At least 1 Director of a Center for Independent Living, chosen by the Directors of Oregon’s Centers. 2.1.A.ii. At least 1 representa􀆟ve of the Director of Centers for Independent Living in the State that are run by or in conjunc􀆟on with the governing bodies of American Indian tribes located on Federal or State reserva􀆟on land, when available. 2.1.A.iii. A minimum of 1 non-vo􀆟ng representa􀆟ve, including the Designated State En􀆟ty iden􀆟fied in the State Plan for Independent Living and State agencies that provide services for individuals with disabili􀆟es. 2.1.B. The Council may also include: 2.1.B.i. Individuals with disabili􀆟es; 2.1.B.ii. Parents and guardians of individuals with disabili􀆟es; 2.1.B.iii. Advocates of and for individuals with disabili􀆟es; 2.1.B.iv. Representa􀆟ves from private businesses; 2.1.B.v. Representa􀆟ves from organiza􀆟ons that provide services for individuals with disabili􀆟es; 2.1.B.vi. Other appropriate individuals; 2.1.B.vii. In addi􀆟on to the 1 CIL Director listed above, a maximum of 2 addi􀆟onal representa􀆟ves of Centers for Independent Living. All addi􀆟onal CIL representa􀆟ves will go through the general applica􀆟on and appointment process. 2.1.C. Disqualifica􀆟ons for Council membership include: 2.1.C.i. Immediate family members of a Center for Independent Living Director or of a 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. 2.1.C.ii. A single Center for Independent Living may not have more than two individuals (including board members, directors, or other employees) on the Council at the same 􀆟me. 2.2. APPOINTMENTS Voting members of the Council are appointed by the Governor. The Council will offer appointment recommendations for the Governor's consideration, after soliciting recommendations for potential members from organizations and individuals representing or interested in a broad range of individuals with disabilities. The Governor delegates appointment of non-voting members to the SILC Chairperson. Vacancies will be filled the same way as original appointments, unless, after making the original appointment, the Governor has chosen to delegate authority to the Council to fill the vacated terms of voting members. 2.3. TERMS OF MEMBERS A term is three full years. Members may be appointed to serve up to two, consecutive terms, and may be appointed to serve a partial term to complete the remainder of an unexpired, vacated term. If only one eligible representative Center for Independent Living director exists in the State, that director may serve more than two consecutive full terms. Terms for Council members will expire on a staggered basis. 2.4. RESIGNATION, REMOVAL AND ABSENCES OF MEMBERS The Governor may remove a member from the Council at any time, including upon recommendation of the Council. Grounds for removal include continued neglect of duties required by law, failure to attend two consecutive meetings without just cause, incompetence, or unprofessional or dishonorable conduct. A member may resign at any time by providing the Governor’s Executive Appointments Office and the Council’s Administrator written notification, including the effective date of the resignation. Article 3 – Meetings 3.1. FREQUENCY OF REGULAR COUNCIL MEETINGS At least four Council meetings will be conducted per year. 3.2. OPEN MEETINGS All Council and committee meetings will be open to the public, except when Executive Session is held, according to requirements in Oregon Public Meeting Law. Meetings will be conducted in places accessible to people with disabilities, as required by Oregon Public Meeting Law. Good faith effort will be made to provide access requests, such as formats, interpreters, captioning, and enhanced listening, contingent on requests made a minimum of 48 hours prior to the meeting. Access for meetings held by telephone or Internet-based conferencing will follow the same accessibility requirements as in-person meetings, with at least one place or one electronic means for the public to listen. 3.3. MEETINGS AND NOTICE Meetings of the Council or its committees may be called by their respective chairpersons or by a majority of their members. Council meetings will be held in a region of the state designated by the Council. Committee Chairpersons will designate the method for holding the committee’s meetings, based on the committee’s approved financial resources. Telephone or Internet conferencing is allowed for Council or committee meetings. Advance notice of meetings will be provided according to requirements in Oregon Public Meeting Law. No Council or committee meeting will be held without at least 24-hour notice, unless minutes describe an emergency justifying shorter notice. 3.4. CONDUCT AT MEETINGS All Council and committee meetings will adhere to Oregon Public Meeting Law, which requires a quorum to be present, and further governed by Robert's Rules of Order, as revised. The Council staff, in consultation with the appropriate chairperson, will prepare agendas for Council and committee meetings, and sent in advance to the 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. All members present agree not to share information discussed during an executive session, once the session concludes, in keeping with confidentiality. 3.5. PUBLIC TESTIMONY Public Testimony will be taken at all regular Council and committee meetings. Public testimony at committee meetings will be at the discretion of the committee chairperson. Public testimony is limited to 3 minutes spoken or 500 words written per individual. The presiding chairperson will facilitate the order of testimony. 3.6. RECORD OF MEETING A written and audio record of all regular and special Council meetings will be prepared. Written minutes will be kept on file indefinitely and the audio record will be kept for a period of one year after transfer to written minutes. Committees will maintain a written record, at a minimum. Article 4 – Governance Structure 4.1. GENERAL The State Independent Living Council is a member-directed body. Individual members may not speak or act on behalf of the Council unless specifically authorized to do so by the Council or its Executive Committee. 4.2. OFFICERS 4.2.A. Slate of Officers The Council’s Officers are elected positions and include the Chairperson, Vice- Chairperson, two at-large members, and one member representing the Centers for Independent Living. Officers shall be selected from among the membership of the Council. 4.2.B. Officer Terms Officers serve two-year terms, staggered to ensure continuity, and may be re- elected for succeeding terms. Officers may only serve while they remain members of the Council. 4.2.C. Du􀆟es of Chairperson & Vice Chairperson 4.2.C.i. The Chairperson is responsible to: 4.2.C.i.a. Preside over all mee􀆟ngs of the Council 4.2.C.i.b. Call special mee􀆟ngs of the Council, if needed 4.2.C.i.c. Appoint commitee chairpersons 4.2.C.i.d. Appoint commitee members in consulta􀆟on with the commitee chairpersons 4.2.C.i.e. Par􀆟cipate in the development of Council mee􀆟ng agendas 4.2.C.i.f. Monitor the performance of commitee chairpersons 4.2.C.i.g. Carryout supervision and evalua􀆟on procedures related to the SILC Execu􀆟ve Director and provide them with direc􀆟on based on the job descrip􀆟on, relevant policies, and Council priori􀆟es 4.2.C.ii. The Vice-Chairperson is responsible to: 4.2.C.ii.a. Perform the du􀆟es of the Council Chairperson, in his/her absence 4.2.C.ii.b. Monitor & address atendance issues of Council members 4.3. EXECUTIVE COMMITTEE The Executive Committee consists of the Council’s elected officers and the immediate Past Chairperson as a non-voting, advisory member. If no immediate Past Chairperson remains on the Council, that position on the Executive Committee will remain vacant until an immediate Past Chairperson is available. Other members may be asked by the Council to serve as Executive Committee non-voting advisors for a specified time period. The duty of the Executive Committee is to: 4.3.A. transact the business of the Council; 4.3.B. oversee mee􀆟ng arrangements; 4.3.C. take ac􀆟on on all maters referred to it by the Council; 4.3.D. serve as a policy commitee to conduct biannual reviews of the Council bylaws, policies and procedures; and 4.3.E. perform any other du􀆟es necessary to conduct Council business between regular Council mee􀆟ngs. This may include making posi􀆟on statements in keeping with the Council's stated purpose and authority when 􀆟meliness 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. The Executive Committee will have authority to approve changes to Council procedures. 4.4. COMMITTEES 4.4.A. Standing Commitees The establishment of standing committees as well as the committee charge shall be determined by the majority of the voting membership of the Council. 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 or co-chairs of a standing committee shall be a voting member(s) of the Council. 4.4.A.i. State Plan Commitee, to consist of co-chairs; SILC Vice Chair and CIL representa􀆟ve. Other members; at least 3 other members of the Council, 3 other CIL representa􀆟ves including those serving on the Council and others, OCB representa􀆟ve and SILC Execu􀆟ve Director. 4.4.A.i.a. The commitee charge shall be to provide recommenda􀆟ons to the full Council for approval concerning: 4.4.A.i.a.1) The development and submital of the three-year State Plan for Independent Living (SPIL); and 4.4.A.i.a.2) The monitoring and evalua􀆟on of the implementa􀆟on of the SPIL. 4.4.A.i.b. The State Plan Commitee may create work groups using commitee members and other representa􀆟ves from the community. 4.4.B. Ad-Hoc Commitees 4.4.B.i. Commitees may be established by the Council or the Execu􀆟ve Commitee to carry out ongoing or temporary func􀆟ons, as needed. The Council has authority to discon􀆟nue any commitee, other than the Execu􀆟ve Commitee, when necessary. 4.4.B.ii. Except for the Execu􀆟ve Commitee or other commitees having membership restric􀆟ons set by the Council, the Chairperson may appoint non-SILC members to other commitees, when appropriate. Article 5 - Elections & Voting 5.1. QUORUMS Fifty-one percent of the Council’s filled voting positions shall constitute a quorum. Fifty-one percent of the current elected officers having a vote on the Executive Committee, will be the quorum for the Executive Committee. For all other committees, fifty-one percent of the appointed members of the committee shall be the quorum. 5.2. ELECTIONS Elections of officers will occur at the fall Council meeting. To ensure staggered terms, elections for the Chairperson and one at-large position will be held on alternate years to elections for the Vice-Chairperson, Center for Independent Living Representative, and the other at-large position. Vacated terms will be refilled only for the remainder of the original term, by vote of the Council at any Council meeting. 5.3. VOTING 5.1.A. The Council or its commitees may transact business only when a quorum is present (at least 51% of the current vo􀆟ng membership) and when the Council is ac􀆟ng as a body in session subject to the Public Mee􀆟ngs Law. 5.1.B. Ac􀆟ons of the Council are approved by vote of a majority of members present, with the following excep􀆟ons: Removal of any officer, and recommenda􀆟ons for termina􀆟on of an individual’s Council membership require establishment of jus􀆟fica􀆟on and approving vote of at least two-thirds (2/3) of the current vo􀆟ng members. 5.1.C. Approval of the State Plan for Independent Living requires a two-thirds (2/3) majority vote of the current vo􀆟ng members. 5.1.D. Adop􀆟on and amendment of the Bylaws (see Ar􀆟cle 8) 5.1.E. No proxy votes are permited. 5.1.F. Non-Vo􀆟ng Members: 5.1.F.i. May par􀆟cipate in Council discussions. 5.1.F.ii. May either make a mo􀆟on or second a mo􀆟on, but both the mo􀆟on and second on an issue may not be made by non-vo􀆟ng members. 5.1.F.iii. May not serve as an officer of the Council or as the Chairperson for the SPIL Commitee, but may serve as Chairperson for other SILC commitees or work groups. 5.1.F.iv. May be asked by the Council, Execu􀆟ve Commitee or Chairperson to serve the Execu􀆟ve Commitee in a non-vo􀆟ng, advisory capacity, for a specified 􀆟me period, when needed. Article 6 – Conflicts of Interest All Council Members and agents of the Council have an affirmative duty to publicly announce, in front of the Council or committee of the Council, 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. Additionally, using, or attempting to use a position on the Council to unduly try to influence the personnel, financial, or other programmatic decisions of a local Center for Independent Living in a manner that goes beyond the Council's mandated responsibilities, shall constitute a conflict of interest that must be brought to the attention of the Council. 6.1. When a ques􀆟on of conflict of interest exists, the member or the Council Chair shall request that the Council make the determina􀆟on as to whether or not the Member has a conflict of interest. This decision shall be recorded in the minutes of the mee􀆟ng. 6.2. No Member of the Council shall cast a vote on any mater where it has been determined that a conflict of interest exists for that member concerning that mater. 6.3. If a conflict of interest is determined by the Council to be significant in nature and/or unresolvable in a reasonable amount of 􀆟me (determined on a case-by-case basis), the Member may be asked to resign or be removed from the Council as stated in Ar􀆟cle 2.4. Article 7 – Compensation and Reimbursement The Council may use resources to reimburse members of the Council for reasonable and necessary expenses of attending Council meetings and performing Council duties (For example, transportation, personal assistance services, travel, lodging, meal per diem). No Council member shall receive funds for conducting SILC presentations or representing the SILC on other boards, commissions, councils, project planning groups, etc., other than reimbursement for costs. Article 8 – Adoption and Amendment of Bylaws By-Laws will be reviewed every two years, on even-numbered years, to determine if amendments are necessary. Bylaw amendments may be made at any Council meeting, by an approving vote of at least two-thirds (2/3) of the current voting members, providing the members and parties requesting meeting notices have been sent the proposed amendments 30 days in advance. Approved: 5/24/1994 Revised: 1/23/1995, 8/28/1995, 3/24/1997, 9/15/1997, 12/15/1997, 3/5/1999, 8/26/1999, 12/8/2000, 3/2001, 3/2003, 3/2004, 6/2004, 9/2004, 9/2005, 9/2006, 9/2007, 4/2009, 9/2011, 12/2012, 3/7/2014, 12/1/2017, 12/6/2019, 6/4/2021