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Center for Independent Living Special Board Meeting October 14th, 1974 By-Law Changes

Article III, Section 11: Powers of Directors

(b) To conduct, manage, and control the affairs and business of the Center for Independent Living and to make rules, regulations and corporate policies not inconsistent with law, the articles of incorporation, or the by-laws. Such rules, regulations and policies shall be binding on the members of the Board of Directors, Officers, and employees of the Center for Independent Living.

Chuck Cole moved to accept Article III, Section 11 as it is written. Jan McEwen seconded. Motion passed.

Article IV, Section 1: Officers

The officers of the Center for Independent Living shall be a Chairperson, Secretary/Treasurer, and such other officers as the Board of Directors may appoint. One person, other than the Chairperson, may hold more than one of these offices. Officers other than the Chairperson and the Secretary/Treasurer need not, at the time of their appointment, be members of the Board of Directors.

Jan McEwen moved that we accept this by-law change. Chuck Cole seconded. Debbie Kaplan amended the motion so that after the word "Chairperson" there be inserted the word "Vice-Chairperson" in the 1st and 4th lines. Maria Albanesi seconded the amendment. Amendment passed. Motion passed. Article IV, Section 1 will read as follows:

Article IV, Section 1: Officers

The officers of the Center for Independent Living shall be a Chairperson, Vice-Chairperson, Secretary/Treasurer, and such other officers as the Board of Directors may appoint. One person, other than the Chairperson, may hold more than one of these offices. Officers other than the Chairperson and the Secretary/Treasurer need not, at the time of their appointment, be members of the Board of Directors.

Article IV, Section 4: The Chairperson

Subject to the control of the Board of Directors the Chairperson shall have responsibilities including but not limited to the following:

  • (a) Presiding at meetings of the Board of Directors.
  • (b) Acting as or designating the official spokesperson for the corporation on any matter requiring any form of public communication.
  • (c) Communicationg policies of the Board of Directors to the staff of operating programs.
  • (d) Monitoring staff compliance with Board policies and reporting to the Board of Directors on matters arising from program operations which require Board attention.
  • (e) Acting in the place of any corporate officer in the absence, vacancy, or incapacity of said officer pending appointment of a replacement by the Board of Directors.

Jan McEwen moved to accept Article IV, Section 4(a). Debbie Kaplan seconded. Motion passed.

Chuck Cole moved that Article IV, Section 4(b) read as follows:

Monitoring public communications made in behalf of the corporation or its programs and bringing matters of concern in this regard to the attention of the Board.


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Jan McEwen seconded. Motion passed.

Debbie Kaplan moved that Article IV, Section 4(c) be reworded to state:

Insuring policies of the Board are communicated to staff of operating programs.

Jan McEwen seconded. Motion passed.

John Hessler moved that we accept Article IV, Section 4(d) as it is written.

Jan McEwen seconded. Motion passed.

To prvide for a new section in Article IV definning the duties of the Vice-Chairperson, Chuck Cole moved that current Article IV, Section 5 be called Section 6, Section 6 be called Section 7 and new Section 5 read as follows:

The duties of the Vice-Chairperson shall be to assume the duties of the Chairperson in the latter's absence or incapacity.

Jan McEwen seconded. Motion passed.

Article V, Section 1: Managerial Staff

The Board of Directors shall by majority resolution establish the number, duties and incumbency of positions whose functions shall be to manage the operatin programs of the Center for Independent Living. For positions so designated the Board shall have sole power of appointment and the Chairperson of the Board shall be empowered to establish the prcedures under which the Board shall select from candidates seekling appointments to such positions.

Section 2: Executive Director

The Board of Directors may establish a position to be called the Executive Director of the Center for Independent Living. Subject to Board policies, rules, and regulations, the Executive Director shall exercise line authority over all program activities. The Board of Directors shall authorize programs and establish fiscal and budgetary standards and constraints on their execution. Subject to such constraints the Executive Director shall:

  • (a) Approve the appointment and removal of non-managerial staff.
  • (b) Negotiate and enter into contracts with funding sources leading to the receipt of capital and operations funds needed to achieve authorized CIL program objectives.
  • (c) Oversee the purchase of such budgeted goods and services as may be necessary to carry out authorized programs.
  • (d) Implement program planning activities covering time periods set by Board resolution and make reports on such plans upon request of the Board or at intervals established by Board resolution.
  • (e) Prepare proposed budgets responsive to planning objectives and develope organizational structures and staffing plans appropriare thereto.
  • (f) Continually review revenues and expenditures, establesh means of evaluating program effectiveness, reporting findings and recommending the revision as appropriate, to budget and program content.
  • (g) Direct and review performance of the incumbents of managerial positions designated by the Board as responsible to the Executive Director. Such supervisory power shall include the power to suspend with pay( but not remove) and temporarily replace the incumbent of any managerial position for a period not to exceed 5 working days pending decision on a recommendation for action by the Board. Failure of the Board to act withing this period shall constitute disapproval of the suspension in question and the manager involved shall be restored immediately to his or her assigned duties.

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Chuck Cole moved that we adopt Article 5, Section 2, calling it Section 1 and replace the word "may" with the word "shall" in the first line. John Hessler seconded. Motion passed.

Jan McEwen moved that we accept everything from Article 5, Section 2(a) up to and including Section 2(f) as changed and not keep Section 2(g). The changes in Section 2(a) thru (f) are as follows:

  • (a) shall read "Approve the appointment and removal of all program staff."
  • (b) shall read "operating funds" instead of "operations funds".
  • (c) shall read "Oversee the purchase or aquisition, etc."
  • (d) shall remain the same.
  • (e) Instead of saying "prepare proposed budgets" this will say "propose budgets".
  • (f) the phrase "as appropriate" will be in commas.

John Hessler seconded. Motion passed.

Article V, Section 3: Other Managerial Positions

  • (a) Incumbents of managrial positions subject to the Executive Director shall:
    1. (i) Carry out their duties under the supervisorial direction and within fiscal guidelines set by the Executive Director.
    2. (ii) Determine the duties, working hours and place of work of all non-managerial positions working within their (the Managers) respective program areas.
    3. (iii) Recommend the appointment, suspension, or removal of incumbents of non-managerial positions subject to their supervision.
    4. (iv) Supervise and evaluate the working activities of any staff with respect to the duties and responsibilities of their positions.
  • (b) Incumbents of manangerial positions not subject to the Executive Director shall be responsible for such duties as the Board may assign and shall report for administrative purposes to the Chairperson of the Board of Directors. The Board of Directors itself shall establish the means of substantively supervising the incumbents of positions establishrd subject to the provisions of this subsection.

Debbie Kaplan moved we accept Article V, Section 3 (a) and reject Section 3(b). John Hessler seconded. Motion passed.

--Meeting Adjourned--