The CIL Family of Agencies Is a Catalyst for Systems and Individual Change, Enhancing The

By Laws

VISION

The CIL family of agencies is a catalyst for systems and individual change, enhancing the quality of life for persons with disabilities, while respecting diversity, and promoting choices and alternatives for independent living in our societies.

MISSION

The CIL, a family of agencies, is a multi-cultural, grassroots, peer directed, civil rights organization that provides a full range of assistance, programs and services to enhance the quality of life for all individuals with disabilities. The CIL Board of Directors, Independent Living Services Council, _____Council, staff and volunteers, comprised of a majority of persons with disabilities, operate a professional and efficient organization creating opportunities for choice, independence and community participation. This is accomplished by eliminating physical and attitudinal barriers and facilitating transportation and communication access in our community. The CIL assists persons with disabilities to realize their life choices through information and referral, independent living skills, individual and systems advocacy, peer counseling, advocacy empowerment programs, self-help, leadership development, support to families and community education and partnerships.

DECLARATION OF PEER ASSOCIATIONS

The CIL will support and facilitate the development of peer role models and relationships in its delivery of services to persons with significant disabilities. This endeavor will be accomplished through: membership on the Board of Directors, recruitment of volunteers, and promotion and hiring of staff, in order to provide CIL the necessary peer direction of all CIL activities.

AFFIRMATION OF EQUAL ACCESS

The CIL ensures equal access for all persons regardless of their significant disability in both communication and physical access to the CIL's services, programs, activities, resources and facilities, whether publicly or privately funded.

5/00

ARTICLE I:MEMBERS

Section 1 - The membership of the Corporation shall consist of eight classes of members: voting, contributor, individual, family, sustainer, benefactor, trustee, and millenarian. There shall be no limitation upon the number of members of any class other than voting members. All other categories of membership except for the voting members, shall from time to time have its criteria for membership reviewed and adjusted by the Board of Directors.

A.Voting Members - The Board of Directors shall constitute the voting membership of the Corporation, and each Director shall have one vote at any meeting of the Board of Directors. However, 51% of the Board of Directors must include persons with significant physical, mental, cognitive, and sensory disabilities.
In addition at least 51% of the Board of Directors must include past and/or present recipients of mental health services.

B.Contributing Members - Contributing members shall be all those who shall have paid annual dues in an amount less than Twenty-four dollars ($24).

C.Individual Members - Individual members shall be all those who have paid annual dues in an amount less than Forty-nine dollars ($49).

D.Family Members - Family members shall be all those who have paid annual dues in an amount less than Ninety-nine Dollars ($99).

E.Sustaining Members - Sustaining members shall be all those who have paid annual dues in an amount less than Two-hundred forty-nine Dollars ($249).

F.Benefactor Members - Benefactor members shall be all those who have paid annual dues in an amount less than Four-hundred ninety-nine Dollars ($499).

G.Trustee Members - Trustee members shall be all those who have paid annual dues in an amount less than Nine-hundred ninety-nine Dollars ($999).

H.Millenarian Members - Millenarian members shall be all those who have paid annual dues that exceeds One-thousand Dollars ($1000).

1/01

ARTICLE II:MEETING OF THE MEMBERS

Section 1 - The annual meeting of the members of CIL shall be held annually on the third Tuesday in June or such other date as shall be fixed by the Board of Directors by purpose of election. Special meetings of the members may be called by the President at any time and shall be called by said person upon written request of three or more Directors.

Section 2 - Written notice of the annual meeting, stating the place, date and hour of the meeting shall be given personally or by mail to each member entitled to vote thereat, not less than ten (10) nor more than fifty (50) days prior to the meeting.

Section 3 - Written notice of a special meeting of members, stating the place, date and hour of the meeting, the purpose or purposes for which the meeting is called and at whose direction it is being issued, shall be given personally or by mail to each member entitled to vote thereat, not less than ten (10) nor more than fifty (50) days prior to the meeting.

Section 4 - At every meeting of the members, the lesser of one-half of the voting members or ten voting members shall constitute a quorum.

Section 5 - Accessibility of meetings shall be enhanced through the use of Assistive Listening Devices (ALD), Sign Language Interpreter for the Deaf, and any other communication enhancement devices as the board of directors may deem necessary to conform to both the Mission and Vision statements of this organization.

ARTICLE III:DIRECTORS

Section 1 - The Board of Directors of the Corporation shall have charge of the affairs of the Corporation and of the administration of its funds and properties. The Board of Directors may exercise any of its powers through the Standing Committee provided for in Article VIII of these By-Laws or through such Committees as the Board of Directors may from time to time deem necessary or convenient.

Section 2 - It shall be the responsibility of the Board of Directors, as it shall deem advisable, to hire, supervise, evaluate, and terminate the services of the Executive Director. Termination shall be presented in writing stating the reason of termination.

Section 3 - The Board of Directors of the Corporation shall be composed of such number, not less than ten (10) nor more than thirty (30), as shall be fixed from time to time by the Board of Directors, approximately one-half of whom shall be elected each year at the annual meeting of the Corporation for a term to commence on the first day of the month following their election and to continue for a term of two (2) years, or until their respective successors shall have been elected and qualified. Directors shall be elected by a plurality of the votes cast.

Section 4 - Minutes of the previous General Board Meeting shall be signed by the Secretary and the acting Chair after approval by the Board at the next regularly scheduled meeting of the Directors.

Section 5 - Any Director may resign their office at any time by written resignation which shall be effective at the time of its acceptance by the President or a majority of the Board of Directors.

Section 6 - In case, by reason of death or resignation of a Director or for any other reason, a vacancy shall occur, the remaining Directors may elect a person to fill such vacancy until the expiration of the term of such Director.

Section 7 - At each election of Directors, two (2) members of the Center who are not candidates for office shall be appointed inspectors of such election whose duty it shall be to decide upon the competency to vote of any or all persons who may offer so to do; to receive and count the votes cast; to declare the result of the election and to make and sign a certificate of the same in the records of the Corporation.

Section 8 -

A.The Directors may adopt such rules and regulations for the conduct of their meetings and the management of the affairs of the Corporation as they may deem proper, consistent with the provision of law, the Certificate of Incorporation, and these By-Laws.

B.Any possible conflict of interest on the part of the Director shall be disclosed to the other Directors and shall be made a matter of record. Any Director having such a possible conflict of interest shall not vote or attempt to influence the matter in question and shall not be counted in determining a quorum for the meeting. The minutes shall reflect such disclosure and absenteeism from voting. Conflict of interest shall include:

1.The Board Members, Executive Director, and staff should not be involved in any relationships which may compromise their personnel, fiscal, and/or programmatic responsibilities within the center.

2.Any person whose affiliation may conflict with the mission and/or conduct of business and/or overall best interest of the center should not serve on the Board of Directors.

3.A Board Member should take a leave of absence or resign if applying for a position at the Center.

4.Policies should prohibit the selection and voting privileges of Board Members where an individual may be influenced.

5.The Board may limit or exclude from voting any Board Member in situations where it is deemed a conflict of interest exists.

6.Each Board Member should disclose, upon consideration of Board membership, possible conflicts of interest that exist at that time and as they arise in the future.

Section 9 - A member of CIL Board of Directors is allowed to be absent from not more than one-half of the meetings each year. If attendance does not conform to these standards, resignation is expected. Members of the Executive Committee will not only be expected to conform to the aforementioned attendance standards at board meetings, but also at Executive Committee meetings. All members are expected to participate in special assignments and Committee work.

Section 10 - Termination of Members. If two-thirds majority of the voting members of the Board of Directors deem another member to be promoting interest(s) in conflict to the goals and objectives of The CIL, this may cause grounds for termination from the Board.

ARTICLE IV:MEETINGS OF DIRECTORS

Section 1 - Meetings of the Board of Directors shall be held at such times and places as shall from time to time be determined by the Board. In addition, meetings of the Board may be called by the President at their discretion and shall be called by said person at any time upon written request of three (3) or more members of the Board. The Board of Directors shall be scheduled to meet during the months of September thru the month of May on the third Monday of each month. At least four (4) meetings shall be held each fiscal year.

Section 2 - At least five (5) working days notice, in writing, shall be given each member of the Board of the time and place of each meeting. The lesser of ten (10) or one-half (1/2) of the voting members of the Board of Directors shall constitute a quorum at all meetings of the Board.

ARTICLE V:ELECTION OF OFFICERS

Section 1 - The Directors, at the annual meeting of members of this Corporation, shall elect a President, and they shall elect a First Vice-President and one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as they may deem necessary. The term of office for the officers elected shall be for the year commencing on the first day of the month next following their election. Each officer shall serve for a term of one year and until the effective date of the election of a successor.

Section 2 - The Directors immediately upon resignation of an officer shall elect a replacement.

ARTICLE VI:POWER AND DUTIES OF OFFICER

Section 1 - President - The President shall be the senior officer of the Corporation and shall preside at all meetings of the Board of Directors, meetings of the Executive Committee and all Membership Meetings. The President shall appoint the Chairpersons of all Committees, and shall perform such other duties as said person may be directed to perform by the Board of Directors.

Section 2 - First Vice-President - The First Vice-President shall in the absence of, or inability to act by the President, perform the usual duties of the President. In the absence or inability of both the President and the First Vice-President, the said duties shall be deemed the individual responsibility of each of the succeeding Vice-Presidents (if such positions are actively filled) in chronological order, following which the said duties become the responsibility of the Secretary.

Section 3 - Secretary - The Secretary shall be responsible for seeing that a record showing the names of all members of the Corporation and their post office addresses is kept, shall be responsible for the giving notice of all meetings of the Corporation and of the Directors; and shall see that a correct record of the proceedings of all meetings of the members of the Board of Directors is kept.

Section 4 - Treasurer - The Treasurer shall be responsible for the care of the money, securities and valuable property of the Corporation; said person shall be responsible for seeing that such books of account as the Directors may direct are properly kept and shall render to the Directors at their meetings an account of each moneys and properties received, paid out, and remaining; and, prior to the annual meeting of the Corporation, shall cause to be prepared and, together with the President, verify a report showing the various details and information required by Section 519 of the Not-For-Profit Corporation Law of the State. The Treasurer shall annually give a bond to the Corporation in such a sum as shall be determined by the Directors, the premium for which shall be paid out of the funds of the Corporation.

ARTICLE VII:EXECUTIVE DIRECTOR

Section 1 - An Executive Director shall be appointed by the Board of Directors to serve at its discretion as the chief administrative officer of the Corporation. The rate of compensation of the Executive Director shall be determined from time to time by the Board of Directors. The Executive Director may be removed by the Board of Directors with just cause.

Section 2 - The Executive Director shall serve as chief administrator of the activities of the Center of the Corporation's programs, shall have authority/capacity to the Board and any Committees thereof but shall have no power to vote and, subject to the direction of the Corporation, shall represent the Center in all matters dealing with the public or other agencies.

Section 3 - The Executive Director shall not have the power to mortgage or pledge assets of the Corporation or borrow money; and shall not have power to enter into any undertakings of commitment which would impose a liability on the Corporation of more than $1,500.00 or extend for a period of more than one year.

ARTICLE VIII:COMMITTEES

Section 1 - Executive Committee - The Board of Directors, by resolution, shall designate an Executive Committee to consist of all of the officers of the Corporation together with such other members of the Board of Directors as may be specified in the resolution; the total membership not to exceed nine members. To the extent provided in said resolution, the Executive Committee shall have and may exercise, in the interim between meetings of said Board, all powers of the Board of Directors in the management of the business and affairs of the Corporation as may be lawfully delegated by the Board of Directors and may have power to authorize the seal of the Corporation to be fixed to any papers which may require it. The President shall serve as Chairperson of the Executive Committee. All action taken by the Executive Committee shall be subject to revision and alteration by the Board of Directors, provided that no rights of third persons shall be affected by any such revision or alteration.

One full year of voting membership and attendance of a minimum of two-thirds of scheduled meetings of the Board of Directors shall be required before any voting member is to be considered eligible to serve on the said Executive Board.

Without the approval of the Board of Directors, the Executive Committee shall not have power to mortgage or pledge assets of the Corporation or borrow money; and shall not have power to enter any undertakings or commitment which would impose a liability on the Corporation of more than $3,000.00 or extend for a period of more than one year.

The Executive Committee shall meet at such times as may be determined by it or the President, but shall meet at least six times in each fiscal year. Notice of such Executive Committee meetings shall be given to all members of the Executive Committee. A Finance Committee report may be given at every Executive Committee meeting and the Executive Committee may also elect to receive reports of such other Standing Committees as it may choose through their respective Chairperson or their designees.

Section 2 - As soon as practicable after the annual election of the Board of Directors, the President shall appoint the following Committees for the ensuing year, namely:

A.Finance Committee:

1.Membership: The Treasurer and from two to four other members at least two of whom shall be members of the Board of Directors.

2.Duties: To have the active management of the financial matters of the Corporation, including its investments and the procuring and disbursing of funds. To approve and recommend an annual budget to the Board of Directors.

B.Nominating Committee:

1.Membership: From three to five members at least three of whom shall be chosen from the Board of Directors.