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BY-LAWS OF THE NEW JERSEY STATEWIDE INDEPENDENT LIVING COUNCIL (NJSILC)Revised 03‐01‐2017
ARTICLE I: NAME ARTICLE II: ORGANIZATION, LEGAL AUTHORITY, AND DURATION ARTICLE III: VALUES, MISSION, AND PURPOSES ARTICLE IV: MEMBERSHIP ARTICLE V: COUNCIL AUTHORITY AND RESPONSIBILITIES ARTICLE VI: MEETINGS, NOTICE, AND QUORUM ARTICLE VII: OFFICERS ARTICLE VIII: CONFLICT OF INTEREST ARTICLE IX: COMMITTEES ARTICLE X: FISCAL YEAR ARTICLE XI: LIMITATION OF LIABILITY AND INDEMNITY ARTICLE XII: BOOKS AND RECORDS ARTICLE XIII: NON-DISCRIMINATION ARTICLE XIV: AMENDMENTS ARTICLE I NAME Section 1. The name of this organization shall be the New Jersey Statewide Independent Living Council. (Here in after referred to as the “Council” or as the (“SILC”). ARTICLE II ORGANIZATION, LEGAL AUTHORITY, AND DURATION Section 1. The Council operates pursuant to Executive Order 106 signed by Governor Florio on October 15, 1993 and Title VII of the Rehabilitation Act Amendments of 1992 (P.L. 102-569) and WIOA of 2015 and subsequent amendments. In the event of a conflict between the by-laws and the Governor’s Executive Order or the Rehabilitation Act, the Federal Document will prevail, followed by the State document, Section 2. As specified in the Executive Order, the SILC was established as a separate entity in, but not of, the New Jersey Department of Labor & Workforce Development (LWD). Section 3. The duration of the Council was provided in Executive Order 106 and is “indefinite”. ARTICLE III VALUES, MISSION, AND PURPOSES Section 1.Values: Centers for Independent Living (CILs) and the New Jersey Statewide Independent Living Council were created based upon the belief that all individuals have the right to personal choice, independence, dignity, respect, and equal access to social, cultural, educational, and economic opportunities. The SILC fosters the belief in the full integration of people with disabilities into the mainstream of society. Section 2.Mission: The mission of the New Jersey Statewide Independent Living Council is to promote programs which provide persons who have a disability with an equal opportunity to choose their lifestyle, contribute to the economy, and live life in an inclusive environment. Section 3. The following purposes of the Council as delineated in Section 2 of the Executive Order 106, states the SILC shall: a. Jointly develop and submit, in conjunction with the designated state Unites (DVRS and CBVI), the State plan as required in Title VII, Part A, Section 704 of PL 102-569; b. Monitor, review, and evaluate the implementation of the State plan; c. Coordinate activities with the two State Vocational Rehabilitation Advisory Councils (DVR SRC and CBVI SRC) as established under Title I, Part A, Section 101 (a)(3c) and Section 105 of P.L. 102-569, that address the needs of specific disability populations and issues under other Federal Law; d. Ensure that all regularly scheduled meetings of the SILC are open to the public and that sufficient advance notice is provided; e. Submit to the Commissioner of the Administration of Community Living (ACL), U.S. Department of Health and Human Services such periodic reports as the Commissioner may request, and keep such records, and afford such access to records, as the Commissioner finds necessary to verify such reports; and f. Carry out all other duties set forth in Title VII, Section 704 of P.L. 102-569 and WIOA of 2015 and subsequent amendments. g. The council does not serve individuals nor provide direct services to individuals. ARTICLE IV MEMBERSHIP Section 1. The membership of the SILC is delineated in Executive Order 106 (1993), Section 705(b) of the Rehabilitation Act and Title 34 of the Code of Federal Regulations Part 364 Section 21(d) [24CFR364.21(d)]and WIOA of 2015 and subsequent amendments. All members of the SILC are appointed by the Governor including non-voting, ex-officio members. Exofficio members are recommended by the appropriate State authority (Designated State Unit of DVRS or CBVI, for example) hopefully in collaboration with the SILC; however, the Council, in fact, may have no influence over ex-officio appointments. Per Federal guidelines, members serve 3 year terms for a maximum of two consecutive terms, at which time they must rotate off the Council for an unspecified period of time. Members wishing to serve a second term must reapply for gubernatorial appointment near the end of their first term. The process for nomination or renomination to the Governor's Office for appointment is described in the Procedural Manual. Section 2. Membership on the Council is not transferable or assignable. Section 3. The process for dealing with absentee members is described in the Procedural Manual. For any reason that a member resigns or is terminated from the Council, that information will be shared with the Governor's Office so a replacement can be appointed. Section 4. Members may be reimbursed for travel in accordance with Council policies. No member of the Council shall otherwise benefit from any action of Council. Exceptions will be made by majority vote of the Council. Section 5. All members must sign a conflict of interest policy and must join a minimum of two sub-committees. ARTICLE V COUNCIL AUTHORITY AND RESPONSIBILITIES Section 1. The affairs, business, and policies of the Council shall be under the control of the 17 voting members appointed by the Governor. Section 2. The SILC shall control the policies and management of its affairs. The voting members may adopt such rules and regulations for the conduct of their meetings and the management of the Council as they deem proper, so long as same does not conflict with New Jersey law. Except as otherwise provided in the by-laws, or by law, the powers of this Council shall be exercised, its property controlled, and its affairs conducted by the voting membership, which may delegate the performance of any duties or the exercise of any powers to such officers and agents, as the SILC may from time to time designate by resolution. Section 3. The responsibilities of the Council include those specified in Title VII of the Rehab Act and WIOA of 2015 and subsequent amendments: a) Along with the Division of Vocational Rehabilitation Services and the Commission for the Blind and Visually Impaired, develop and submit a State Plan for Independent Living b) Monitor, review and evaluate implementation of that Plan c). Collaborate with the State Rehabilitation Councils and with other Councils/organizations/agencies that address the needs of New Jersey's citizens with disabilities d) Ensure that SILC meetings are open to the public, are held regularly and with sufficient notice e) Submit to the Commissioner periodic reports as requested, maintain Council records/reports and afford access to them as needed by ACL and its representatives. In summary, the SILC promotes the inclusion of persons with disabilities in all areas of community life, to the fullest degree possible. f) SILC seeks public input on the needs of people with disabilities via forums, questionnaires, social media and other outreach. It increases public awareness of IL issues via: presentations and information tables at conferences and other events, appropriate contacts with legislators, providing written material such as brochures, etc. Where possible and appropriate, SILC supports CILs' efforts to serve their clients more effectively and to promote IL programming and philosophy as stipulated in the SILCs resource plan. Section 4. The officer of the Council (normally the Chair-person) shall not vote on matters that come before the SILC, except in the event of a tie vote among the other voting members present, then the presiding officer's vote shall be the controlling vote. Section 5. Decisions regarding SILC’s fiscal activities reside solely with the Council. The Treasurer and Fiscal agent shall carry out the financial responsibilities of the SILC as per the approved fiscal contract. For purposes of oversite, The SILC Chair (in the absence of the Chair) in conjunction with the Fiscal Agent and the Treasurer will be responsible for monitoring all fiscal operations of the council Including: deposits, disbursements, maintenance of accurate,complete records such as receipts, disbursement vouchers, accounting ledgers and checkbooks,preparing financial pages of the SILCs annual contract with DVRS (and its modifications if necessary). The books maintaining the fiscal records shall remain the property of the SILC. ARTICLE VI MEETINGS, NOTICE, AND QUORUM Section 1. All meetings of the Council, except as otherwise noted, shall be held in accessible facilities and shall be open to the public. Executive Board meetings will be held as needed for planning and organizational purposes. The Council has the right to close any portion of the meeting without notice or hold meetings that are not open to the public at its discretion. The SILC holds the right to invite any individual to a meeting as it deems fit and to close the meeting to voting Council members only. Section 2. Special meetings of the Council may be held at the discretion of the Chairperson (or his or her designee), or when requested in writing (or electronically) by at least one-third (1/3) of the trustees. The announcement of a special meeting shall in any case state the purpose of the proposed meeting. Not less than five (5) days notice of such special meeting shall be given to each trustee. Such notice may be given by mail, telegram, telephone, e-mail, text message, fax or in person. Meetings can be held face to face or by teleconference if a quorum is present. Section 3. No business shall be conducted at any meeting of the Council unless a quorum is present. A quorum shall consist of one-third of the number of members presently on the Council. If one third of that number produces a fraction, the number will be rounded up to the next highest one. In the event a quorum is not achieved, matters requiring a vote may be discussed if attendees wish to do so; however, these discussions will be reviewed and continued at the next meeting where quorum is achieved. The Minutes will reflect the lack of quorum, the attendees' desire to table or to discuss a matter despite this, and the continuation of the discussion to the next quorum-met meeting. Section 4. Voting members who cannot attend a particular meeting may submit their proxy vote to any voting member specifying whether the proxy is for any vote or limited to a vote on a specific issue with notice to any Officer or the SILC Coordinator. Section 5. To address time-sensitive matters, or if quorum is frequently unmet, some votes may be conducted electronically to facilitate Council business. The process for this is described in the Procedural Manual. (The matter must be moved and seconded, per Roberts Rules. information must accompany the written description of the matter, a voting response format and a deadline to respond. The email will be sent to all Council members simultaneously.)) Section 6. There shall be an annual training/planning meeting of the Council held.. At or by this meeting, a schedule of meetings will be established for the new Federal fiscal year. Section 7. At the planning meeting, Council will elect two officers for the next two fiscal years, per the schedule outlined in Article VII Section 1. Section 8. The rules contained in the current edition of Robert’s Rules of Order newly revised, shall govern the Council in all cases where they are not inconsistent with these by-laws or any special rules of order that the SILC may adopt. ARTICLE VII OFFICERS Section 1. The officers of the Council elected by the Council shall be a Chair, Vice-Chair, Secretary and Treasurer, all of whom shall be voting members of the Council. All officers shall hold office for a term of two (2) years. To ensure continuity of leadership, the Chairperson and Secretary shall be elected in the odd years and the Vice-Chair and Treasurer shall be elected on the even years. No officer shall serve more than 3 consecutive terms in the same office. Section 2. The Chairperson, or in his or her absence the Vice-Chairperson, shall preside at all meetings of the Council and shall perform the duties of the office, including the appointment of standing and ad hoc committees, formulation of meeting agenda and signing documents relating to the operation of the Council. In addition, the chairperson shall act as a liaison to the DSU’s, Centers for Independent Living and other agencies. The chairperson shall perform such other duties as may be authorized by the Council. The Chairperson can delineate responsibility as necessary. Section 3. The officer of the Council (normally the Chair-person) shall not vote on matters that come before the SILC, except in the event of a tie vote among the other voting members present, then the presiding officer's vote shall be the controlling vote. Section 4. The Vice-Chairperson shall take over the duties of the Chairperson in the absence of the Chairperson and perform any other duties as authorized by the Chair. Section 5. The Treasurer and Fiscal Agent shall carry out the financial responsibilities of the SILC as per the Fiscal Agent Contract. For purposes of oversight, the Council and Fiscal Agent will be responsible for monitoring all funding activities of the Council including: deposits, disbursements and maintenance of accurate, complete records such as receipts, disbursement vouchers, accounting ledgers and checkbooks and preparing the financial pages of the SILC's annual contract with DVRS (and its modification, if necessary).The books maintaining the fiscal records shall remain the property of the SILC. The Treasurer will prepare and present a written financial update at each regular SILC meeting, as well as an end-of-year report. The Treasurer will be responsible for ensuring that payments are for activities allowable under Federal regulations pertaining to SILCs. 5a. The Fiscal Agent shall be of an agency, or have access to an agency, that has a 501 (c) 3 Not-For-Profit status. The Fiscal Agent and the Bookkeeper assigned to SILC will be responsible a variety of activities as outlined in the Procedural Manual (Duties of a Fiscal Agent) and including, but not limited to, depositing and writing checks, maintaining hand and electronic fiscal reports for the SILC Treasurer and Council and implementing annual audits. The Fiscal Agent will follow the accounting policies of the 501(c)3 agency in terms of fulfilling the duties required by NJSILC, which will be outlined in a yearly contract developed between the Fiscal Agent and the Council. Section 6. The Secretary or his/her designee shall keep the minutes of the meetings of the Council, in permanent files, see that notices are duly given in accordance with these By-Laws as required by law and keep a membership book containing the names and addresses of all members of the Council. Section 7. The Treasurer and/or Chairperson (or his or her designee) is authorized to sign financial documents, contracts and proposals on behalf of the Council. ARTICLE VIII CONFLICT OF INTEREST Section 1. All voting and non-voting members and agents of Council have an affirmative duty to inform the Council in writing of any actual or potential conflicts of interest in respect of their personal interests and those of Council. A conflict of interest is defined as any matter of Council business which shall or might result in that 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 as described by the U.S. Department of Health and Human Services. Section 2. The SILC does not directly oversee the CILs. Annually council members must sign a conflict of interest statement. If a conflict arises it shall be discussed and appropriate action will take place. By 2/3 majority vote of the Council it shall reject or approve the conflict and offer a resolution to the conflict. ARTICLE IX COMMITTEES Section 1. The Chair shall appoint committees as needed to complete the work of the Council. A committee's members shall serve such terms as required to fulfill its task. Non-SILC members may be appointed to committees from time to time but only a SILC member shall be the NJ Statewide Independent Living Council chairperson of any committee. All acts of such committees shall be subject to the approval of the Council. ARTICLE X FISCAL YEAR The fiscal year of the Council shall be the same as for Federal agencies, which is October 1 through September 30. ARTICLE XI LIMITATION OF LIABILITY AND INDEMNITY Section 1. No person on the council shall be liable for any losses or damages caused by a decision of the council or its individual members or officers. The council holds a Directors and Officers policy that indemnifies council member’s actions as a member provided that members are acting in good faith and due diligence for the betterment of the council and its mission. Protocols have been established and are outlined in the procedure manual that provide guidelines for approvals and budgeted expenditures. Section 2. Each officer and member of the Council, whether or not then in office, shall be held harmless and indemnified by the Council, to the fullest extent permitted by New Jersey law, This includes all claims and liabilities and all expenses reasonably incurred or imposed upon him or her in connection with or the settlement or compromise thereof, to which he or she may be made party by reason of any action, suit or proceeding, civil or criminal, or the settlement or compromise thereof, to which he or she may be made party by reason of any action taken or omitted by him or her as a member of the Council, provided that such person, in the reasonable opinion of a majority of the Council, at a meeting called for such purpose, discharged his or her duties in good faith and with that degree of diligence, care and skill which an ordinarily prudent person would exercise under similar circumstances in like positions. The foregoing shall not be exclusive of other rights and defenses to which such person may be entitled under New Jersey law. ARTICLE XII BOOKS AND RECORDS Council shall keep correct and complete books and records of all business, including Minutes of all regular and special meetings. ARTICLE XIII NON-DISCRIMINATION It is the policy of the Council to represent all New Jersey residents with disabilities without discrimination. Persons shall be represented by the Council without respect to age, gender, national origin, race, religion, sexual orientation or nature of disability. The policy and procedure manual shall outline policies in regards to harassment and the grievance procedure. ARTICLE XIV AMENDMENTS Section 1. The By-Laws and Procedures Manual of the Council may be altered, amended or replaced by a two-thirds (2/3) vote of the existing Council membership. By-Laws and Procedure Manual changes must be given a first and second reading, with allowance for discussion, at two (2) separate regular or special meetings prior to the vote on their adoption. Section 2. Any amendments, alterations, changes, additions or deletions from these By-Laws shall be consistent with the laws of New Jersey and the Rehabilitation Act and WIOA of 2015 and subsequent amendments. Revised April 2017 |