ARTICLE I – NAME
The name of this council shall be the Pennsylvania Statewide Independent Living council, also referred to in this document as “the council” or “PA SILC.”
ARTICLE II – OBJECT
The object of the PA SILC shall be to use its collective power and legal mandate to develop and secure public policies that ensure civil rights and expand options for all people with disabilities in all aspects of life.
In addition, the PASILC shall:
A. Develop in conjunction with the Office of Vocational Rehabilitation (OVR), the State Plan for Independent Living (SPIL) required by the Rehabilitation Act including a plan for the provision of such resources;
B. Monitor, review, and evaluate the implementation of the SPIL;
C. Hold hearings and forums as determined by the council to carry out the duties of the council;
D. Report to the Governor as requested or required by law;
E. Coordinate activities with the PA State Rehabilitation Council; and
F. Comply with all relevant federal, state, and local laws as applicable.
ARTICLE III – COUNCIL COMPOSITION
Section 1. Composition.
The council shall be composed of residents of the Commonwealth of Pennsylvania who provide statewide representation of a broad range of disabilities from diverse backgrounds and who are knowledgeable about centers for independent living and the independent living philosophy. A majority of the councilors must be people who have a specific disability who are not employed by a state agency or center for independent living (CIL).
If council member accepts employment with a CIL, they must resign immediately.
Section 2. Representation.
The council shall comply with state and federal law in designating voting members. Ex-officio members shall include a representative from the designated state unit and representatives from other agencies that provide services for individuals with disabilities. All ex-officio members shall be nonvoting members of the council.
Section 3. Appointment.
The councilors shall be appointed by the governor for a three year term as required or allowed by law. The council may make recommendations for such appointments. No more than two consecutive full terms may be served by any individual. Individuals may be reappointed to a new term following a period of one year from the expiration date of any second full consecutive term.
Section 4. Removal
Councilors are expected to attend all meetings of the council, unless specifically excused by the chair or executive director. If a councilor is absent from two consecutive meetings without such excuse, or four consecutive meetings excused or otherwise, the council may request that the governor rescind the appointment of that individual. Notification of such action shall be made to the executive director of the designated state unit of the council.
Section 5. Vacancies.
A vacancy on the council shall be filled by the governor in accordance with the same procedures as used for an initial appointment. Service for more than half of a term shall be considered as a full term.
Section 6. Executive Committee.
A. The executive committee shall be composed of the officers, the executive director, and up to two additional members chosen in accordance with policies adopted by the council. The purpose of the executive committee is to conduct urgent business that arises between meetings of the council. The executive committee may also provide guidance to the executive director as needed.
B. The executive committee meetings shall be open to all members of the council. Notice for executive committee meetings shall be sent to all members of the council at the same time. The quorum of the executive committee shall consist of a majority of the executive committee, provided that at least a majority of the current officers are present.
C. No action may be taken by the executive committee that conflicts with existing council policy or that would modify existing council actions. A written report of each meeting must be made to the entire council within ten days. All actions of the executive committee are subject to ratification at the next council meeting.
ARTICLE IV – OFFICERS
Section 1. Elected and Administrative Officers.
The elected officers of the council shall be the chair, vice chair, secretary and treasurer. The executive director of the PA SILC shall be hired by the PA SILC to serve as the chief administrative officer of the corporation, and shall also serve as a nonvoting ex-officio officer for the council. Other administrative officers may be appointed and their duties assigned by the council as deemed necessary.
Section 2. Term of Office.
Elected officers shall be elected by the membership of the council for a period of one year or until a successor is elected and assumes office. Elected officers may be reelected to successive terms.
The term for officers of the council members shall be two (2) years. The chair and the Treasurer shall be elected on odd numbered years. The vice chair and the secretary shall be elected on even numbered years.
Section 3. Eligibility.
Only voting members of the council are eligible to serve as officers.
Section 4. Duties of Officers.
A. The chair shall serve as the chief elected officer, preside over all meetings of the council, appoint the chairs of all standing committees, serve as an ex-officio member of all committees, and perform any additional duties as may be prescribed by law, the governing documents, the parliamentary authority, or by direction of the council. The chair shall be responsible for the coordination of all activities and communications between the executive director and the council. CIL Directors are not eligible to hold the office of chair or vice chair.
B. The vice chair shall assume the duties and authority of the chair in the event of absence or vacancy. The vice chair shall perform any additional duties as may be assigned by the chair or at the direction of the council.
C. The secretary shall ensure that all notices are given as required by law or these bylaws, that accurate minutes of all meetings of the council are prepared and distributed as required, that an accurate record of the name, address, and date of appointment of each councilor is maintained, and that all other necessary corporate records are maintained as required by law or at the direction of the council.
D. The treasurer shall ensure that the financial records and transactions of the association are carried out as ordered by the council, shall ensure that accurate reporting on the financial activities and condition of the council is made to the council as requested by the council, and shall perform any additional duties as may be assigned by the chair or at the discretion of the council.
E. In accordance with council policy, the executive director shall be responsible for the staffing and maintenance of a headquarters office and any other locations deemed necessary in order to coordinate and implement the policies and programs of the council. The executive director shall serve for such term and under such conditions as the council may direct.
Section 5. Vacancies.
A vacancy in the office of chair shall be automatically filled by the vice chair. Vacancies in other elected offices shall be filled for the remainder of the term by the chair.
Section 6. Removal
An officer may be removed from office with or without cause by a majority vote of the council.
ARTICLE V – MEETINGS
Section 1. Regular Meetings.
The council shall hold regular meetings at least quarterly at a time and place as determined by the council. At least fourteen days notice to all councilors shall be required for a regular meeting.
Section 2. Special Meetings.
Special meetings shall be held upon the call of the chair or upon the written request of any five voting councilors. At least three days notice to all councilors shall be required for a special meeting.
Section 3. Quorum.
A quorum for any meeting shall be a majority of the currently filled voting positions. A majority of the voting councilors present shall be required to take an action, unless a greater percentage is specified in these bylaws or the parliamentary authority.
Section 4. Pennsylvania Sunshine Act.
All meetings shall be subject to such laws as are contained in the Pennsylvania Sunshine Act, an accurate and current synopsis of which shall be attached to these bylaws. Special provisions may include:
A. All votes on resolutions, rules, orders, regulations, ordinances or setting of official policy shall be cast in open session by a public method of voting.
B. Citizens of the Commonwealth of Pennsylvania shall have the right to have notice of and attend all meetings of this council as provided by law.
C. At each meeting there shall be opportunity for public comment.
D. Minutes of all meetings shall include:
1. The date, time and place of the meeting;
2. Names of members present;
3. Substance of all official actions
4. The record of any roll call votes taken; and
5. The names of all citizens who appeared officially, including the subject of their testimony.
Section 5. Closed Sessions.
Closed sessions may be held as deemed necessary by the council in accordance with the laws of the Commonwealth of Pennsylvania.
Section 6. Reimbursement
The councilors shall serve without pay, but may be reimbursed reasonable expenses in accordance with the Rehabilitation Act and the policies of the council.
Section 7. Restricted Activities.
The council shall develop and maintain policies consistent with the laws of the Commonwealth of Pennsylvania with regard to restricted activities of public officials or public employees. These policies shall be reviewed annually for compliance and completeness.
Section 8. Accessibility.
Meetings shall be held in locations and conducted in a manner that complies with the standards established under the Americans with Disabilities Act. Meeting rooms shall be set up in order to fully consider the access and communication needs of all who attend, in accordance with policies adopted by the council.
Section 9. Conflict of Interest.
The council shall develop and maintain a conflict of interest policy, which shall include the submission of an annual disclosure statement from each councilor.
Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the board shall ensure that:
The interest of such officer or director is fully disclosed to the board of directors.
No interested officer or director may vote on the matter or be counted in determining the existence of a quorum at the meeting of the board of directors at which such matter is voted upon.
Any transaction in which a director or officer has a financial or personal interest shall be duly approved by members of the board of directors not so interested or connected as being in the best interests of the organization.
Payments to the interested officer or director shall be reasonable and shall not exceed fair market value.
The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
Section 10. Indemnification
PA SILC shall indemnify and hold harmless any councilor or officer or former councilor or former officer of the council against any costs, expenses, or other liabilities necessarily incurred by him or her in connection with any action, suit, or proceeding or in connection with the defense of any action, suit, or proceeding in which he or she is made a party by reason of being or having been such councilor or officer, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to have acted in bad faith or to have been liable or guilty by reason of willful misconduct in the performance of duty. This section shall be in addition to and shall not be deemed exclusive of any other rights to which such councilor or officer may be entitled under Pennsylvania law with regard to indemnification of directors or officers.
ARTICLE VI – COMMITTEES
Section 1. Standing Committees.
There shall be the following standing committees:
- CIL Expansion
- Resource Development
- Executive Committee
- Finance Committee
- Administrative Committee
- Advocacy Committee
- Action Committee
Section 2. Appointment.
The chairs of all standing committees shall be appointed by the chair of the council.
Section 3. Special Committees.
Special committees may be appointed by the chair or the council for specific needs and projects. Each special committee shall be reviewed annually prior to reappointment.
Section 4. Service on Committees.
Each councilor must choose one standing committee on which to serve. Each councilor may choose up to two other committees (standing or special) on which to serve. A councilor may accept appointment to additional committees. Committee chairs may solicit additional members for their committees in consultation with the chair and executive director, including members who are not councilors but who possess particular knowledge or expertise.
ARTICLE VII – PARLIAMENTARY AUTHORITY
The rules contained in the tenth edition of Robert’s Rules of Order Newly Revised shall govern this council in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the council may adopt.
ARTICLE VIII – AMENDMENT
These bylaws may be amended in accordance with the following procedure:
- The proposed text of an amendment must be sent to all councilors thirty days in advance of the meeting at which it will be proposed.
- The proposed amendment must be read at that meeting, and may be discussed, but no action may be taken at that meeting.
- The proposed amendment shall be brought forth for action at the following meeting. It may be amended within the scope of the notice given.
- A two-thirds vote of councilors present and voting, provided that such vote reflects at least a majority of those present, shall be required to amend these bylaws.