BY-LAWS OF THE

NEW YORK STATE INDEPENDENT LIVING COUNCIL, INC.

A NEW YORK NOT-FOR-PROFIT CORPORATION

These By-Laws were approved by the original council voting members in June 1995: James Billy, Thomas K. Small, Dr. Georg Fleischer, Marcie Goldstein, Ed Knight, Anne Pavlak, Chris Rosa, Ralph Shields, Douglas Usiak, Marianne Williams, and Gisela Distel.

These By-Laws were amended at the September 9, 2005 full council meeting with a unanimous vote. The following voting members were present: Douglas Hovey, Mel Tanzman, Randy Black-Schantz, Christine Zachmeyer, Gene Hughes, Alexander Wood, Doug Hovey, Sharon Shapiro, Mike Godino, Margarette Herring, Bob Gaffney, Pretik Patel, and Paige Pierce.

These By-Laws were amended at the November 14, 2014 full council meeting.

These By-Laws were amended at the April 15, 2016 full council meeting.

These By-Laws were amended at the March 17, 2017 full council meeting.

These By-Laws were amended at the November 15, 2019 full council meeting.

These By-Laws were amended at the March 27, 2020 full council meeting.

 

ARTICLE ONE.  OFFICES

                  Section 1.1.  Principal Office.  The principal office of this corporation in the State of New York shall be located in the County of Albany or at such other place as decided upon by the Executive Director, within reasonable discretion and with the approval of the New York State Independent Living Council, Inc. (i.e. the Council).

                  Section 1.2.  Other Offices.  The corporation may have such other offices, either within or outside the County of Albany, State of New York, as the Council may from time to time determine.

 

ARTICLE TWO.  PURPOSE

                  Section 2.1  Purpose of Council. The New York State Independent Living Council, Inc. (NYSILC) is an independent, non-profit state council. NYSILC’s mission is to promote independent living for people with disabilities across New York State.  The Council’s primary responsibility is to work with state plan partners to develop, monitor, and evaluate New York’s three-year Statewide Plan for Independent Living (SPIL). Refer to Attachment # 1 to reference the Council Formation Document.

 

ARTICLE THREE.  MEMBERSHIP

                  Section 3.1.  Definition of Council.  Council shall mean all sitting members appointed pursuant to the authority of Section 3.3, whether they are voting members or ex officio members.

                  Section 3.2.  Classes of Membership.  The corporation shall have one class of members.

                  Section 3.3.  Appointment of Members.  Members of the Council shall be appointed by the Board of Regents of New York State after soliciting recommendations from representatives of organizations representing individuals with disabilities and organizations interested in individuals with disabilities.  The recruitment and nomination process are described in Section 3.5. The Directors of the Council shall be the voting members so appointed.  Pursuant to 34 CFR Part 364, Section 364.21, the Council shall include as ex officio, non-voting members, representatives from the designated state agency as defined in Title VII of the Federal Rehabilitation Act of 1973, as amended (currently the New York State Education Department, Office of Adult Career and Continuing Education Services – Vocational Rehabilitation – ACCES-VR (formerly VESID) and the New York State Commission for the Blind (formerly CBVH). These representatives are defined as “State Plan Partners.” In addition, the Council may invite representatives from other state agencies that provide services to individuals with disabilities to be Ex-Officio members of the Council.

                  Section 3.4.  Initial Appointment of Members.  The initial appointees to the Council will be appointed in such a manner that one-third of said members will serve a term of one year, another one-third of said members will serve a term of two years, and the remaining one-third will serve a term of three years.

                  Section 3.5.   Recruitment and Nomination Process. The recruitment and nomination of new Council members is handled on an annual basis by the Recruitment Committee. The process is required for the perpetuation of Council members and needed to fill unanticipated vacancies that occur during the year along with planned members who term off. The Recruitment Committee performs the due diligence and makes the recommendations. The Executive Committee reviews and approves the recommendations. ACCES-VR meets with the Executive Director on behalf of the Council and reviews and confirms the recommendations for appointments and reappointments. The New York State Regents are the appointing authority and act on the recommended appointments and reappointments submitted. Refer to Attachment # 2, NYSILC Recruitment and Nominations Process. This policy is subject to change, and when changed, will be attached to and made a part of these By-Laws.

                  Section 3.6.  Term of Appointment.  Each member of the Council (except the initial members and those appointed to fill a vacancy) shall serve for a term of three years.  No voting member of the Council may serve more than two consecutive full terms. A candidate must be off the Council for one full term prior to being considered for reappointment.

                  Section 3.7.  Vacancies Prior to Termination of Term.  A member appointed to fill a vacancy occurring prior to the expiration of a term, shall be appointed in the same manner as the original appointment of their predecessor and shall serve for the remainder of that term.

                  Section 3.8.  Composition of Council.  The Council shall consist of the following:

• At least one director of a Federal Center for Independent Living (CIL) chosen by the directors of Federal CILs within the state; and
• A representative from the NYSCB and ACCES-VR, as ex officio non-voting members and representatives from other state agencies that provide services for individuals with disabilities;

The Council may also include, at the discretion of the appointing authority:

• Representatives from CILs;

• Parents and guardians of individuals with disabilities;

• Advocates of and for individuals with disabilities;

• Representatives from private businesses;

• Representatives from organizations that provide services for individuals with disabilities;

• Individuals with disabilities; and

• Other appropriate individuals.

The Council shall be composed of a selection of members who (a) provide statewide representation, (b) represent a broad range of individuals with disabilities, and (c) are knowledgeable about CILs and Independent Living (IL) services.  A majority of the members of the Council shall be individuals with disabilities and who are not employed by a state agency or Federal CILs.

                  Section 3.9.  Change of Status.  In the event a currently sitting member accepts employment by any state agency or a Federal CIL, such member may continue to serve for the unexpired portion of his or her term even if such member’s new status affects the membership mix required by Section 3.8 above.  However, such change in status will be taken into consideration by the appointing authority upon request for re-appointment to a second term.

                  Section 3.10.  Conflicts of Interest.  Conflicts of Interest of Council members shall be governed by the policies and procedures set forth in the Conflict of Interest Policies of the Corporation.  The Conflict of Interest policies will be reviewed and amended as necessary at least every two years and whenever appropriate.  Changes to Conflict of Interest policies will be with a two-thirds vote of the Council. The current version of the Conflict of Interest Policy of the Corporation is attached hereto and made a part hereof.  Refer to Attachment # 3, NYSILC Conflict-Of-Interest Policy. It is subject to change as enumerated in section 3.10 and, when changed according to the procedures in 3.10 shall continue to be attached to and made a part of these By-Laws.

                  Section 3.11. Whistleblower Policy. Whistleblower policy guidelines shall be governed by the policies and procedures set forth in the Personnel Policies of the Corporation. The Whistleblower policy will be reviewed and signed by all employees. An employee is protected from retaliation only if they bring an alleged unlawful activity, policy, or practice to the attention of the Chair of the Council and provide a reasonable opportunity for the Council to investigate and correct the alleged unlawful activity through the Personnel Committee. The current version of the Whistleblower Policy of the Corporation is attached hereto and made a part hereof. Refer to Attachment # 4, NYSILC Whistleblower Policy. It is subject to change with a two-thirds vote of the Council.

                  Section 3.12.  Compensation of Members.  Members shall receive no compensation for their services but shall be reimbursed for allowable expenses actually incurred and necessarily incurred by them in the performance of their duties in accordance with applicable state and federal statutes and regulations.

 

ARTICLE FOUR.  JOINT MEETINGS OF THE COUNCIL.

                  Section 4.1.  Full Council Meetings.  Regular joint meetings of members shall be held at such time and place as may be reasonably determined by the officers of the Corporation; however, such regular joint meetings shall  occur at least four times each fiscal year.  All such meetings will be held publicly and shall be in accordance with the procedures for public meetings established under Article 7 of the New York State Public Officers Law, which procedural sections are incorporated herein by reference.  Consistent with these provisions, the council will determine the number of meetings to be held by videoconferencing each year. Public will be invited to connect and participate via videoconferencing similar to a physical meeting.  The officers shall not select a legal holiday in New York State for any regular joint meeting.

                  Section 4.2.  Special Joint Meetings.  Special joint meetings of the members and the Council may, and upon request of one-third or more members, shall be called by the Chair or, should the Chair be unavailable, by the vice-Chair.

                  Section 4.3.  Quorum.  Except as may otherwise be provided in these By-Laws, or in the certificate of incorporation of this corporation, or by law, a majority of the Council shall constitute a quorum, and the act of a majority of members present at any meeting at which a quorum is present, shall be the act of the Council. Based on the NYS Attorney Generals Formal Opinion Letter No. 2008-F1 dated August 1, 2008, General Construction Law § 41 applies to the Council and in relation to twenty-five total members, “thirteen voting members of the Council constitute a quorum, and at least thirteen voting members must approve a motion for it to pass.” Refer to Attachment # 5, NYSILC NYS Attorney General Formal Opinion.

a. All meetings of the Council shall be governed by Robert’s Rules of Order, including such revisions of those rules as may from time to time be published, and except as those rules are inconsistent with these By-Laws, with the certificate of incorporation of this corporation, or with the laws of New York State.

b. Off-site participation in meetings. The council does not have rules regarding the use of equipment and photographs, broadcasts (video and tele conferencing), and webcasting, to participate in or to record a meeting in an orderly manner per Section 103 (2) of New York State Open Meetings Law (public Officers Law, Article 7). Council members are informed that if they cannot physically attend a full council meeting, a request can be made to participate via telephone conference call to keep informed about the business that takes place. Members who require real time captioning will be afforded the service as an accommodation upon request. Members who participate via telephone conference call can listen and ask questions, but they cannot be counted toward the quorum and cannot vote on items of business.

c. Proxy. Council members who cannot attend a full Council meeting can decide to complete an official proxy form in advance of the meeting. The form must be filled out to identify the Council member in attendance that has the right to vote for the absent member and what items on the agenda they will vote on and how they will vote. The proxy must be signed by the member submitting the form and signed and acknowledged by the Council Secretary in advance of the start of any meeting.

                  Section 4.4.  Notice of Meetings.  Notice in writing, electronically, or in the individual member’s preferred means of communication, stating the place, day, and hour of any joint meeting of members and the full Council meetings shall be delivered personally, electronically or by mail, to each Council member, not less than ten days before the date of such meeting, by or at the direction of the Chair, vice-Chair, or such officers or persons as are duly calling the meeting.  In the case of special joint meetings, or when required by these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice.  If sent by mail, a notice of meeting shall be deemed delivered when deposited in the United States mail, postage prepaid, addressed to the member at the member’s address as it appears on the records of the Corporation at the time of mailing.

                  Section 4.5.  Public Notice of Meetings.  Public notice of all meetings shall be given in accordance with the notice requirements of Article Seven of the New York State Public Officers Law, Open Meetings Law. Such notice shall be posted on the Council website to the extent practicable per Section 103 (2) e. Public notice of the meeting to the media shall occur at least one week prior, to the extent practicable, per Sections 104 (1) and (2).

• Accessibility of meetings. All public meetings, including full Council meetings and SPIL formulation hearings, shall be held at a location and or facility that are accessible per the Americans with Disabilities Act (ADA) and the NYS Open Meetings Law Section 103 (b).

• The council will provide equal access and reasonable accommodations to its staff, volunteers, members and attendees at work and functions as provided in the ADA unless the requested accommodation is deemed to pose an undue financial burden to the Council.

                  Section 4.6.  Emergency Action by Board.  In an emergency, any action required or permitted to be taken at any meeting of the Council, may be taken by the Executive Committee by a majority vote of the Executive Committee with the exception of those items listed in Section 7.2.  Any such action will be reported to the Council at the next regularly scheduled meeting.

                  Section 4.7.  Attendance.  Should a member of the Council fail to attend two regularly scheduled full Council meetings within the corporation’s fiscal year, the Council Chair may recommend to the appointing authority, or Chair of the Executive or Recruitment Committees that such member be removed from the Council and a new individual be appointed to fill the vacancy created in accordance with the provisions of Article Three, Section 3.7.

                  Section 4.8.  Voting Rights.  Each member shall be entitled to one vote.

 

ARTICLE FIVE.  OFFICERS

                  Section 5.1.  Designation of Officers.  The officers of the corporation shall be a Chair, a vice-Chair, a Secretary, a Treasurer, and a Member-At-Large.  No two offices may be held by one person at the same time.  The Executive Committee shall be comprised of the officers of the corporation and the Council members appointed to represent ACCES-VR and NYSCB (Ex-Officio Non-Voting State Plan Partners).

                  Section 5.2.  Election and Term of Office.  The officers of the Council shall be elected every two years from the Council by majority vote of the members at the first quarterly meeting of the Council in its fiscal year held in any odd-numbered year.  The first election of officers will occur as soon as possible after the formal adoption of the By-Laws by the Council.  If the election of officers shall not be held at such meeting, such election shall be held as soon as may be convenient.  New offices may be created and filled at any meeting of the Council.  Each officer shall hold office until his or her successor shall have been duly elected.

                  Section 5.3.  Removal.  Any officer elected by the Council may be removed by a vote of two-thirds of the Council whenever in its judgment the interests of the corporation would be best served.  Any such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

                  Section 5.4.  Vacancies.  A vacancy in any office, whether due to death, resignation, removal, disqualification, or otherwise, may be filled by vote of the Council for the unexpired portion of the term.      

                  Section 5.5  Chair.  The Chair shall be the principal officer of the Corporation and shall exercise general supervision and control over all activities of the Corporation in consultation with the Executive Director.  The Chair:

• Shall preside at all meetings of the Council;
• May sign any deeds, mortgages, bonds, contracts, or other instruments, the execution of which has been authorized by the Council, except in cases where the signing and execution of such instruments has been expressly delegated to some other officer or agent by the Council, by these By-Laws, or by operation of law;
• Shall be a member of the Executive Committee;
• Shall appoint all committees, task forces, and other subgroups of the Council, with the exception of the Council’s Executive Committee;

• Shall dissolve all committees, task forces, and other subgroups of the Council when appropriate with the exception of the Executive Committee; and

• Shall perform all other duties generally incident to the office of Chair and such other duties as may be prescribed by the Council.

                  Section 5.6.  Vice-Chair.  The Vice Chair shall:

• Perform the duties of the Chair in the absence of the chairperson or in the event of the Chair’s inability or refusal to act, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chair;

• Perform such additional duties as may from time to time be assigned to him or her by the Chair or by the Council;

• Shall preside over, and be a member of the Executive Committee;

• Communicate at least monthly with the Member-At-Large to ensure all committees are effectively carrying out their goals and obligations.

                  Section 5.7.  Secretary.  The Secretary shall:

• Keep the minutes of joint meetings of members and Council meetings, to be reviewed at full Council meetings and saved electronically;

• Such minutes shall be provided to the Executive Director within two weeks of each meeting;

• See that all notices are duly given in accordance with these By-Laws or as required by law;

• Exhibit to any member of the Council, or to any agent, or to any person or agency authorized by law to inspect them, at all reasonable times and on demand, these By-Laws, the certificate of incorporation, membership specifics, the minutes of meetings, and the other records of the corporation.

• Be a member of the Executive Committee and keep the minutes of all Executive Committee meetings.

• Such minutes shall be provided to the Vice Chair and committee members by the next meeting.

                  Section 5.8.  Treasurer.  The Treasurer shall be the Chief Fiscal Officer of the Council and shall have oversight of the funds of the Corporation.  The Treasurer shall also

• Keep an accurate account of receipts and disbursements in the books of the Council and ensure the deposit of all money and other valuable effects in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board.

• Oversee the disbursement of funds of the Council only upon order of the Finance or Executive Committees and only in the manner provided for in the fiscal policies of the Corporation.

• Render to the Council and/or to the Executive Committee, whenever requested, but at least quarterly, a report of all financial transactions of the Corporation and of its fiscal condition.

• Report on the financial condition of the Corporation as a result of the independent, annual fiscal audit to the members of the Council.

• Perform such other duties as the Council, Executive Committee, or the Chair may prescribe.

• In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Chair or by the Council.

• Be a member of the Executive Committee.

                  Section 5.9.  Member-At-Large.  The Member-At-Large shall:

• Ensure that minutes of joint meetings are taken and provided to the Executive Director within two weeks of such meetings in the absence of the Secretary.

• Ensure that all committees and task forces are holding regular meetings and carrying out their goals and obligations.

• Communicate at least monthly with the Vice Chair to report on the effectiveness of all committees.

• Be a member of the Executive Committee.

 

ARTICLE SIX.  EXECUTIVE DIRECTOR

                  Section 6.1.  An Executive Director shall be appointed by the Council 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 Executive Committee of the Council.  The Executive Director may be removed by the Council in their discretion with or without cause.

                  Section 6.2.  The Executive Director shall serve as chief administrator of the activities of the Council’s programs, shall be responsible to the Council and any committees thereof, but shall have no power to vote and, subject to the direction of the Council may represent the Council in matters dealing with the public or other agencies.

                  Section 6.3.  The Executive Director shall be responsible for recruiting, hiring, supervising and the terminating of all Council employees.

                  Section 6.4.  The Executive Director shall have such additional authority and duties as may, from time to time, be prescribed by the Council.

 

ARTICLE SEVEN.  COMMITTEES

                  Section 7.1.  Standing Committees.  By appointment of the Chair, the Council may establish one or more committees. Each committee shall consist of at least three or more members and shall advise the Council in the identified area of expertise. The Council will maintain and update a committee flow chart, the duties of each committee, and a listing of committee members. 

                  Section 7.2.  Executive Committee.  Powers of the Executive Committee.  These by-laws will be in keeping with all statutes for not-for-profit organizations in New York State.  Except as otherwise provided by these by-laws or by the Certificate of Incorporation, the Executive Committee shall:

• Implement decisions made by the Council as per its instructions;

• Make recommendations to the Council;

• At the request of the Executive Director, provide support, advice and guidance regarding organizational, personnel and other administrative issues;

• Make decisions and exercise the authority of the Council except that such authority shall not include:
  • amending, repealing or adoption of by-laws
  • adopting, amending or repealing any resolutions including but not limited to the State Plan for Independent Living (SPIL)
  • amending, repealing or adoption of fiscal policies.
• Act on behalf of the Council, when necessary, to resolve public grievances or employee grievances per steps identified in Section 7 of the Council’s Personnel policies.

The Vice-Chair in consultation with the Executive Director and the Chair shall call a “Special Meeting” of the Executive Committee, if two of three of these individuals agrees with the need for such a meeting. Such a “Special Meeting” shall be comprised of the elected officers of the corporation.

                  Section 7.3.    Finance Committee. The overall duties of the Finance Committee will be to meet at least quarterly to oversee the active management of the Council’s financial matters, including its routine accounts payable, accounts receivable, annual budget, quarterly and annual profit and loss statements and investments. The Finance Committee shall:

• Function as the audit committee by engaging the services of an independent auditor, reviewing and approving the annual audit, its findings and filings with the Council. This includes providing any recommendations to the Council for their consideration and action.
• Develop and recommend an annual budget to the Council before the start of each fiscal year, including recommendations of Cost Of Living Adjustment increases and the percentage of participation for the employer contribution to the Simple IRA plan, when supported by the budget, to the Executive Committee per the Fiscal Policies.
• Review, monitor and make recommendations regarding the Council’s assets and funds and to ensure that the Council has appropriate insurances to safeguard its assets and holdings.
• Review the Council’s Fiscal Policies on at least a biannual basis and to provide recommended changes to the Executive Committee for further consideration.

                  Section 7.4.  Task Force and Ad Hoc Committees.  Upon a demonstration of need, the Chair of the Council may appoint such task forces and other ad hoc groups to provide technical and expert assistance to the Council for such periods of operation as may be required.  Task forces and ad hoc committees may be comprised of both members of the Council and non-members, except that the designated Chair of any such task force or ad hoc committee must be a member of the Council.  Members of task forces and ad hoc committees shall receive no compensation for their services (excepting state employees appointed as part of their job duties) but may be reimbursed for all expenses actually and necessarily incurred by them in the performance of their duties, in accordance with the procedures established by the Council. Upon determination that any task force or any ad hoc committee is no longer needed the Chair of the Council may dissolve such task force or committee after consultation with the committee Chair and/or the Executive Director.

                  Section 7.5.  Committee Chairs.  One member of each committee shall be appointed Committee Chair.  The Committee Chair shall:

• Preside over each committee meeting and the activities of the committee;

• Ensure that minutes are kept of each committee meeting and provided to the Member-At-Large within two weeks of such meetings;

• Provide committee members with a meeting agenda at least one week prior to each meeting.

• Reserve the conference call line for committee meetings with the Council office.

• Communicate at least monthly with the Member-At-Large and provide an update on committee activities;

• Report on committee activities at the joint meetings of the Council.

                  Section 7.6.  Vacancies.  Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of original appointments, and any member so appointed shall serve for the unexpired term of the predecessor.

                  Section 7.7.  Quorum.  Unless otherwise provided in a committee’s establishing resolution, a majority of the whole committee shall constitute a quorum, and the act of a majority of members present at a meeting at which a quorum is present shall be an act of the committee.

                  Section 7.8.  Rules.  Each committee may adopt such rules and regulations for its meetings and the conduct of its activities as it may deem appropriate; provided, however that such rules and regulations shall be consistent with these By-Laws, and provided further that regular minutes of all proceedings shall be kept.

 

ARTICLE EIGHT.  FISCAL MANAGEMENT OF THE CORPORATION

                  Section 8.1 The fiscal management of the corporation shall be governed by the policies and procedures set forth in the Fiscal Policies of the Council.  The Fiscal Policies will be reviewed and amended as necessary at least every two years and whenever appropriate.  Changes to Fiscal Policies will be with a two-thirds vote of the Council. The current version of the Fiscal Policy of the Council is attached hereto and made a part hereof.  It is subject to change as enumerated in section 7.1 and, when changed according to the procedures in 7.1 shall continue to be attached to and made a part of these By-Laws. Refer to Attachment # 6, Updated NYSILC Fiscal Policies.

• SILC Resource Plan. Due diligence related to the SILC resource plan is a joint process that occurs during the formulation before each State Plan. The Finance Committee makes a recommendation of what the SILC Resource Plan can bear for three-years to sustain its operations to the SPIL Committee. The SPIL Committee takes the recommendation and works it into the draft SPIL with the other actionable sections of the plan that are considered by the full council.

• On an annual basis, the Finance Committee reviews the council’s annual budget for the upcoming fiscal year (October-September) during the July-August meeting. A significant aspect of each annual budget is a confirmation of the SILC Resource Plan from the SPIL.

 

ARTICLE NINE.  MISCELLANEOUS

                  Section 9.1.  Books and Records.  The Council shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of its members.  Council, and committees, shall keep at the registered or principal office a membership book giving the names and addresses of members entitled to vote.  All books and records of the corporation may be inspected by any member, or his or her agent or attorney, or any proper person, at any reasonable time.

                  Section 9.2.  Fiscal Year.  The fiscal year of the corporation shall begin on the first day of October and end on the last day of September in each year.

                  Section 9.3.  Corporate Seal.  The seal of the Council shall be circular in form and bear the name of the corporation, the year of its organization and the words “Corporate Seal, New York.”  The seal may be used by causing it to be impressed on the instrument or writing to be sealed, or upon adhesive affixed thereto.

                  Section 9.4.  Waiver of Notice.  Whenever any notice is required to be given under the provision of the Not-for-Profit Corporation Law of New York or under the provisions of the certificate of incorporation or the By-Laws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE TEN.  AMENDMENTS

                  Section 10.1.  Power of Members to Amend By-Laws.  The By-Laws of this corporation may be amended, repealed, or added to, or new By-Laws made be adopted by the vote, electronic vote, or written assent of two-thirds of the Council.

                  Section 10.2     Power of Members to Amend Fiscal Policies.  The Fiscal Policies of the Council may be amended, repealed, or added to, or new Fiscal Policies may be adopted by the vote, electronic vote, or written assent of two-thirds of the Council.

 

ATTACHMENTS

1. Council Formation Document

Form 1023

New York State Independent Living Council, Inc.

Part II, Line 1

Narrative Description of Activities

Exhibit “2”

     The New York State Independent Living Council, Inc. (hereinafter “NYSILC”) is a newly formed organization which conducts ongoing activities related to the planning, monitoring and evaluation of independent living services for individuals with significant disabilities in New York State as described in section 705 of the Rehabilitation Act Amendments of 1992 pursuant to USCS sec. 796d subparagraph (b).  The directors are appointed by the Board of Regents of the University of the State of New York.  The directors are only appointed after soliciting recommendations from representatives of organizations representing a broad range of individuals with disabilities and organizations interested with individuals in disabilities.  29 USCS sec. 796d paragraph requires that each state establish a similar organization which shall not be established as an entity within a state agency in order to be eligible to receive financial assistance.  All activities of NYSILC are carried out by or at the direction of the Board of Directors, who may be assisted by such staff as the Board of Directors may hire to accomplish its mission.  Such activities shall include:

a) Jointly develop and submit, in conjunction with the New York State Education Department Office of Vocational and Educational Services for Individuals with Disabilities (VESID) and the New York State Department of Social Services Commission for the Blind and Visually Handicapped (CBVH), the New York State Plan for Independent Living Services as required by Section 704 of the Rehabilitation Act.  The Chairperson carries the responsibility to sign the Plan, acting on behalf of and at the direction of the Council.

     NYSILC has recently completed and approved the State Plan for Federal Fiscal Years 1996, 1997 and 1998, which has also been approved by the NYS Board of Regents at its June 7-9, 1995 meeting.  As of this writing, the State Plan has been forwarded for approval by the Governor’s office and the Rehabilitation Services Administration, U.S. Department of Education, as called for by stated and federal laws and regulations.

b) The Council conducts activities to monitor, review and evaluate the implementation of the State Plan for Independent Living Services for individuals with significant disabilities on an ongoing basis.  Such may include review of performance data provided to NYSILC by VESID and CBVH, other State agencies and councils, the Independent Living Centers (hereinafter “ILC’s”) located throughout the state, and consumers and other members of the public.  NYSILC is engaged in developing an evaluation protocol for the review of independent living services for individuals with significant disabilities and will participate in the evaluation of individual ILC’s and other entities providing independent living services.

• NYSILC coordinates activities with the New York State Rehabilitation Advisory Council (hereinafter “RAC”) and other councils that address the needs of specific disability populations and related issues. Both NYSILC and the RAC include representation by a designated member from each council, and both councils seek to conduct collaborative activities which affect their work. NYSILC actively encourages the participation of diverse populations, especially those with severe disabilities, and including those who may be unserved or underserved, in the Council and all related activities.

d) NYSILC conducts regularly scheduled meetings open to the public and provides sufficient advance notice to assure that interested parties might attend.

e) NYSILC submits such periodic reports as the Commissioner of the Rehabilitation Services Administration may reasonably request, and keeps such records, and affords access to such records, as the Commissioner may find necessary to verify such reports.

f) NYSILC holds such hearings and forums as it determines necessary to carry out the duties of the Council as set forth in 29 USCS §796d©.

g) Working in cooperation with VESID and CBVH, the NYSILC assists in the preparation and distribution of Requests for Proposals and in the making of awards for funding to ILC’s and/or other entities providing independent living services for individuals with significant disabilities as appropriate, including appropriate timelines for application and selection criteria.  At present, this process is restricted to the awarding of funds administered by New York State under Title VII of the Rehabilitation Act.  In the future, this may include other sources of state or federal funding, or funding from private foundations or from other sources.

h) NYSILC coordinates technical assistance, self-evaluation, board training, resource development programs and other services as necessary to Independent Living Centers and other entities providing independent living services for individuals with significant disabilities.

i) NYSILC conducts activities to raise public awareness about disability, the Independent Living philosophy and related issues.  The purpose of the NYSILC and the ILC’s as set forth in the rules and regulations of the Department of Education, 34 CFR §364.2 is “to promote a philosophy of independent living including a philosophy of consumer control, peer support, self-help, self-determination, equal access and individual and system advocacy to maximize the leadership empowerment, independence and productivity of individuals with significant disabilities, and to promote and maximize the integration and full inclusion of individuals with significant disabilities into the mainstream of American society by providing financial assistance two stage - (a) for providing, expanding and improving the provision of independent living services; (b) to develop and support statewide networks of centers for independent living (Centers); and (c) for improving working relationships among - (1) SILS programs; (2) Centers; (3) statewide independent living councils (SILC’s) established under §705 of the Act; (4) state vocational rehabilitation (VR) programs receiving assistance under Title I and Part C of Title VII of the Act; (5) client assistance programs (CAPs) receiving assistance under section 112 of the Act …”

j) NYSILC conducts such other activities and performs such duties as deemed appropriate by the Board of Directors in furtherance of the organization’s purposes as set forth above.

 

2. NYSILC Recruitment and Nomination Process

The NYSILC Recruitment Committee updates and maintains and Excel spreadsheet of its members. From this information, it identifies the unanticipated and planned council vacancies for the upcoming year along with scheduled reappointments. Around April of each year, the committee meets to confirm the reappointments. It will determine if these members will continue or if there are any additional vacancies to consider. The committee then has a clear picture of the number of vacancies the council needs to fill along with other diversity considerations (disability, geographic, gender, ethnic/minority, etc.).

Around May of each year, a solicitation is developed and sent out wide and deep to lists, posted to websites and social networks to recruit potential members to the council. A 6-8-week period is given for potential candidates to reply. Interested potential candidates have to respond by completing a cover sheet with contact information, three council related questions and two references with an attached a resume.

The committee meets again at the end of June of each year to review the materials of the candidates who applied to identify those who should participate in the next round of telephone interviews. Committee members are mindful of the diversity considerations.

Around July of each year, telephone interviews are scheduled with the selected candidates as a way to narrow down the final group. Additional questions are asked about their participation on the council. Expectations are also communicated.

At the beginning of August of each year, the Recruitment Committee finalizes the recommendations for appointments and reappointments. The information is pulled together in a packet. No communication goes out to the candidates until the Executive Committees completes their process. The Executive Committee reviews the recommendations and approves them.

Around September of each year, ACCES-VR meets with NYSILC to review the packet of NYSILC approved recommendations. The appointments and reappointments are confirmed. They are eventually developed into a Regents item.

Around November-December of each year, the New York State Regents, as the appointing authority for NYSILC members, vote on the appointments and reappointments to the council. The appointments start January 1^st. A letter is sent out to new appointments by ACCES-VR. The NYSILC office establishes contact with the new members.

Around March of each year, all new members participate in a half-day orientation session the afternoon before their first full council meeting.

 

3. NYSILC Conflict-Of-Interest Policy

NYSILC Conflict-of-Interest Policy

Updated 4/2/2013

Preamble

Members of the board of directors, officers, the Executive Director (for the purposes of this policy, collectively referred to as the “Management Persons”) of the New York State Independent Living Council, Inc. (NYSILC) must not act in their personal interests, or in the interests of others, with respect to organization affairs but must act exclusively in the interest of the Organization.  Management Persons must have undivided loyalty to the Organization and may not use their positions as Management Persons, or use the Organization’s property, in a manner that allows them to obtain a financial benefit for themselves or others to the detriment of the Organization.

Duties of Management Persons

Duty of Care: The duty of care requires that Management Persons be familiar with the Organization’s finances and operations, and it requires that Management Persons participate regularly in the Organization’s governance.  In carrying out these duties, Management Persons must act in good faith using the degree of diligence, care and skill which prudent people wo7uld use in similar positions and under similar circumstances.

Duty of Loyalty: Management Persons are charged with the duty to keep the interests of the Organization paramount to all other interests in decision making with respect to the Organization.  No Management Person shall engage in any transaction or arrangement involving the Organization that confers secret profits or unfair gains to Management Persons or others.  This duty of loyalty requires, among other things, that any conflict-of-interest be disclosed fully and completely.

Duty of Obedience: Management Persons should ensure that the Organization remains compliant regarding its exempt, or central, purpose as typically defined in its articles or certificate of incorporation.

Conflict-of-Interest

No member shall decide or act on any matter in which he or she has a financial interest. A conflict-of-interest may occur when a Management Person is influenced in his or her decision making by personal, business, financial or other factors not solely related to the Organization’s best interests.  Business transactions of the Organization in which a Management Person has a financial interest (as defined) must be closely scrutinized.  Prior to entering into business transactions with Management Person, the proposed transactions must be carefully reviewed to determine that such transactions are in the best interests of the Organization.

Duty to Disclose: Prior to the commencement of any negotiations with respect to a proposed transaction involving a Management Person with a financial interest in the proposed transaction (the “Interested Party”), the Interested Party must make full disclosure, to the best of his or her knowledge, of any dual interest in the proposed transaction by submitting a report to the Board of Directors (the “Council”), or any committee designated by the Council to handle such matters (the “Executive Committee”), disclosing why the proposed transaction or arrangement may or may not be in the best interest of the Organization.

Determination of Conflict:

No member shall make a decision or take any action if he or she has a financial interest in the outcome of such act or decision.  In the event, however, that a financial interest is disclosed and there exists a legitimate question as to whether a conflict-of-interest exists regarding such financial interest, the Board shall decide if a conflict-of-interest exists.  After disclosure of all material facts relating to the financial interest to the Council or Executive Committee, as applicable, the Interested Party shall depart the Council or Executive Committee meeting while the determination of conflict-of-interest is discussed and is voted on by the members.

The Council or Executive Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.  After exercising its due diligence, the Council or Executive Committee shall determine whether the Organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict-of-interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not involving a conflict, the Council or Executive Committee shall determine by a majority vote of its disinterested members whether the proposed transaction or arrangement is in the Organization’s best interest and whether it is fair and reasonable.

Violation: If the Council or Executive Committee has reasonable cause to believe that a Management Person has failed to comply with this conflict-of-interest policy, the Council or Executive Committee may inform the Management Person of the basis for such belief and afford her or him an opportunity to explain the alleged failure to comply.  After hearing the response and making such further investigation as may be warranted in the circumstances, if the Council or Executive Committee determines that such Management Person has in fact failed to comply with this conflict-of-interest policy, it may take action including, among other things, removal or termination of such Management Person.

A Management Person who receives compensation, directly or indirectly, from the Organization is precluded from voting on matters related to such compensation.  Compensation paid by the Organization must be reasonable and necessary.

Gifts

Management persons are prohibited from receiving or giving any gift that is not permitted by generally accepted business ethical standards.  If there is a dispute with respect to such ethical standards, the Executive Committee shall determine if a gift is prohibited.  Management persons may not accept a gift other than a gift of nominal value, without the approval of the Executive Committee.

 

Records

The minutes of the Council or Executive Committee meeting, during which a potential or actual conflict of interest was discussed, shall contain:

• The name of the Management Person who disclosed an actual or potential conflict-of-interest or otherwise was found to have a conflict-of-interest and the nature of the conflict-of-interest and

• Any action taken to determine whether a conflict-of-interest was present and the decision of the Council or Executive Committee as to whether a conflict-of-interest existed; and a decision as to whether the transaction was approved notwithstanding the conflict; and

• The names of the persons who were present for discussions and votes relating to the transaction or arrangement.

Definitions

Financial Interest - a person has a financial interest if the person has, directly or indirectly, through business, investment, or family (as defined below):

1.       An ownership or investment interest in any entity with which the Organization has a transaction or arrangement;

2.       A compensation arrangement with any entity or individual with which the Organization has a transaction or arrangement; and/or

3.       An ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Family - for purposes of this conflict-of-interest policy, family means spouse, parents, brothers, sisters, children, grandchildren, the spouses of children and grandchildren, aunts, uncles or cousins, and any other blood relative that resides in the same household as the Management Person.

Management Person Affirmation Statement and Disclosure Statement

Each Management Person shall annually sign a Management Person Disclosure Statement which affirms that such person:

• Has received a copy of the conflict-of-interest policy

• Has read and understands the policy

• Has agreed to comply with the policy

Each Management Person has a duty to place interests of the Organization foremost in any dealings involving the Organization and has a continuing responsibility to comply with the requirements of this conflict-of-interest policy.  In connection therewith, if there is any question in the Management Person’s mind about whether or not to disclose his or her interest in a transaction or arrangement, the Management Person should disclose the interest.

This policy is intended to supplement but not replace any applicable state and federal laws governing private inurnment or conflict-of-interest issues with respect to tax-exempt organizations.

Management Person Disclosure Statement

 

Name:                                                                                                                                                                       

Title:                                                                                                                                                                          

 

1.       Please list all organizations 1) in which you have a financial interest (as defined in the Organization’s attached conflict-of-interest policy) or 2) in which you hold a position as an officer, director, general manager or other position, if such organizations engage in business with the Organization or if you anticipate that such organizations will do business with the Organization in the coming fiscal year.

Please respond N/A if you have no organizations to disclose.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Please describe the nature of each business transaction:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

2.       Please provide a description of all business transactions involving the Organization in the past fiscal year 1) in which you had, or have, a financial interest (as defined) or 2) that involved an entity or organization in which you hold a position as an officer, director, general manager or other position.  Provide a brief description of each transaction and a description of your interest in the transaction.  Please respond N/A if you have no transactions to disclose.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

The answers to the foregoing questions are stated to the best of my knowledge and belief.  I also acknowledge receipt of the Organization’s conflict-of-interest policy which I understand and will comply.

Date:                                                                                                                          

Signature:                                                                                                                

Title:                                                               

(Print) Name:                                                                                  

 

4. NYSILC Whistleblower Policy

It is the intent of the New York State Independent Living Council, Inc. (NYSILC i.e. the Council) to adhere to all laws and regulations that apply to the organization, and the underlying purpose of this Policy is to support the organization's goal of legal compliance. The support of all employees is necessary to achieving compliance with various laws and regulations. An employee is protected from retaliation only if they bring the alleged unlawful activity, policy, or practice to the attention of the Chair of the Council and provide a reasonable opportunity to investigate and correct the alleged unlawful activity through the Personnel Committee. The protection described below is only available to employees that comply with this requirement.

The Council will not retaliate against an employee who, in good faith, has made a protest or raised a complaint against some practice of the Council, their supervisor, or of another individual or entity with whom the Council has a business relationship, on the basis of a reasonable belief that the practice is in violation of law or a clear mandate of public policy.

The Council will not retaliate against an employee who discloses or threatens to disclose to a supervisor or a public body any activity, policy, or practice of the Council that the employee reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate or public policy concerning the health, safety, welfare, or protection of the environment.

My signature below indicates my receipt and understanding of this Policy. I also verify that I have been provided with an opportunity to ask questions about the Policy.

                                                                                               

Employee Signature and Date

 

 

5. NYSILC NYS Attorney General Formal Opinion

STATE OF NEW YORK

OFFICE OF THE ATTORNEY GENERAL

120 BROADWAY

NEW YORK, NY 10271

            ANDREW M. CUOMO                                                         (212) 416-8050

            Attorney General

                                                                                                            August 1, 2008

            Brad Williams                                                                       Formal Opinion

            Executive Director                                                                No. 2008-F1

            New York State Independent

             Living Council, Inc.

            111 Washington Avenue, Suite 101

Albany, New York 12210

Dear Mr. Williams:

You have requested an opinion regarding the quorum and voting number requirements applicable to the New York State Independent Living Council ("Council"). The Council is established pursuant to 29 U.S.C. § 796d, and is responsible for developing the State's plan for independent living. Id. § 796c. You have explained that the Council is composed of twenty-four voting members and several ex officio members who, by statute, may not vote, id. § 796d (b) (2) (B). The voting members are appointed by the Board of Regents. The ex officio members are representatives of state agencies that provide services for individuals with disabilities. Id.; see also By-Laws of the New York State Independent Living Council 2.7(2).

In Op. Att'y Gen. No. 97-FII, we concluded that the members of the Council were public officers, and that the Council was subject to the voting requirements of General Construction Law § 41. Applying section 41, we concluded that a majority of the total authorized membership of the Council constituted a quorum; the Council could not exercise its powers in the absence of a quorum; and a majority vote of the total authorized membership was necessary for the Council to take action. Op. Att'y Gen. No. 97-FI1.

You raise two further questions concerning the application and continued force of that opinion. First, you have asked whether the non-voting members are to be included in the total number of Council members when determining what constitutes a quorum. Second, you have asked whether our opinion that an action of the Council requires the affirmative vote of a majority of the whole is altered by the fact that Robert's Rules of Order permit action by a majority of those present, so long as a quorum is present. As explained below, we conclude that non-voting members should not be counted in determining a quorum, and therefore thirteen voting members constitute a quorum.

We further conclude that, notwithstanding Robert's Rules of Order, General Construction Law § 41 provides that an action of the Council must have the affirmative votes of a majority of the whole, i.e., at least thirteen voting members.

I. Quorum

Section 41 has not been amended in the time since we issued Op. Att'y Gen. No. 97-F11.

I t provides that

[w]henever three or more public officers are given any power or authority, or three or more persons are charged with any public duty to be performed or exercised by them jointly or as a board or similar body, a majority of the whole number of such persons or officers...shall constitute a quorum and not less than a majority of the whole number may perform and exercise such power, authority or duty. For the purpose of this provision the words 'whole number' shall be construed to mean the total number which the board, commission, body or other group of persons or officers would have been there no vacancies and were none of the persons or officers disqualified from acting.

General Construction Law § 41.

Thus, pursuant to section 41, a quorum consists of "a majority of the whole number," meaning the total number the Council would have were there no vacancies and no members disqualified from acting. We are of the opinion that the non-voting ex officio members should not be included in the determination of the "whole number" for the purpose of determining the number of members needed for a quorum. The statute uses the same phrase, "majority of the whole number," to specify both the number of people necessary for a quorum and the number of affirmative votes necessary to take action. Since non-voting members cannot logically be included in the "majority of the whole number" whose votes are needed to take action, non-voting members also cannot be included in the "majority of the whole number" needed to constitute a quorum. It would be illogical to interpret the phrase "majority of the whole number" differently, within the same statutory provision, with respect to the number for a quorum and the number for a majority. Moreover, if non-voting members were counted in making a quorum but not in making the number of affirmative votes necessary to take action, it would be possible to have a quorum that could not take action: a bare quorum containing several non-voting members would not contain enough voting members to take action as a majority of the whole. A statute should not be construed in a manner that produces such an absurd result.

This conclusion is consistent with our conclusion in Op. Att'y Gen. No. 84-F19. In that opinion, we considered what constituted a quorum of a committee composed of five voting members and six ex officio non-voting members, and concluded that a majority of only the voting members constituted a quorum.

Accordingly, because the Council has twenty-four voting members, we are of the opinion that thirteen voting members constitute a quorum of the Council.

II. Votes Required to Pass a Motion

Furthermore, we continue to believe, as stated in Op. Att'y Gen. No. 97-Fll, that the affirmative votes of a majority of the voting members are required in order to pass a motion of the Council; in 1997, when the Commission had twenty voting members, we opined that eleven affirmative votes were required, and now that the Commission has twenty-four voting members, the same analysis leads to the conclusion that thirteen affirmative votes are required. We come to this conclusion because section 41 provides that "not less than a majority of the whole number may perform and exercise [a] power, authority or duty" granted to a group of public officers.

We recognize that the By-Laws of the Council provide that the meetings of the Council are to be governed by Robert's Rules of Order, except as inconsistent with, in relevant part, the laws of New York. By-Laws § 3.3(b). We understand that under Robert's Rules, as at the common law, a majority of a quorum suffices to adopt a motion. Thus, if a quorum of thirteen voting members were present and each voted, under Robert's Rules a motion before the Council could pass with just seven votes.

This, however, was precisely the result that General Construction Law § 41 was intended to prevent. In Town of Smithtown v. Howell, 31 N.Y.2d 365 (1972), the Court of Appeals explained that section 41 was designed to abrogate the common law rule that required the presence of the whole body to act. 31 N.Y.2d at 377. It did not, however, reduce the number of affirmative votes required for action. Id. at 377-78. In Rockland Woods. Inc. v. Inc. Vill. of Suffern, 40 A.D.2d 385, 387 (2d Dep't 1973), the court explained that the purpose of section 41 is, notwithstanding the reduced quorum requirement, "to ensure that before official action is taken by a public body, there must be clear and express approval by a majority of its members." In that case, in a five-member board, two members voted in favor of a measure, one member voted against it, one member abstained, and one position was vacant. The court held that the resolution did not pass; passage required not merely a majority of those voting (two of three) but rather a majority of the whole membership (three of five). Accordingly, the laws of New York are inconsistent with Robert's Rules in this regard, and the laws of New York are controlling.

In summary, we conclude that thirteen voting members of the Council constitute a quorum, and at least thirteen voting members must approve a motion for it to pass.

                                                                                                        Very truly yours,

                                                                                                        ANDREW M. CUOMO

                                                                                                        Attorney General

 

6. Updated NYSILC Fiscal Policies

Approved November 2005

Reviewed and revised June 2011

Reviewed and revised May 2013

Sections 1.0 and 1.4 updated April 2016

Sections 1.0 and 1.4 updated November 2019

NEW YORK STATE INDEPENDENT LIVING COUNCIL (NYSILC)

Fiscal Policy

POLICY 1.0 - SEGREGATION OF DUTIES

Policy Statement: It is the policy of the New York State Independent Living Council (NYSILC) hereafter referred to as “the council,” to properly segregate fiscal duties among staff, contractual service providers, and the executive committee of the council.

Policy Interpretation and Implementation:

A. The executive director shall be responsible for budget development, approval of payment vouchers and draws on line of credit, deposits, signing of all approved checks, review and signing of quarterly expenditure reports to primary and secondary contracts for reimbursement, review of bank and credit card statements, and review of budget/expenditure reports. Periodically, the office manager may assist with the review of bank and credit card statements. The executive director will review such records on at least a quarterly basis to maintain an appropriate level of checks and balances.

B. The administrative assistant or office manager shall be responsible for the preparing accounts payable in a voucher format, preparing accounts receivable for deposit, and filing all fiscal documents in an established binder system for the given fiscal year.

C. The bookkeeping service will prepare, process, and post all fiscal documents and instruments of the council. Duties include, but are not limited to, accounts receivable/deposits, accounts payable/checks, payroll, reconciliation of bank, line of credit, and credit card statements, preparation of monthly budget/expenditure reports, preparation of quarterly expenditure reports to primary and secondary contracts for reimbursement, and posting of all fiscal data into the council’s financial database program.

D. The finance committee shall review and approve the budget/expenditure reports at meetings and submit the reports at the full council meetings. When required, arrangements will be made with the officers of the corporation and a local council member designee to co-sign checks for any amount over $5,000 for appropriate expenses. When cash flow is needed, documentation will be provided to support request to borrow funds from the Revolving Line of Credit (RLC) if enough funds are not available in the account. At the bottom of the request will be a summary of how much is currently on the RLC and what the new balance will be with the proposed draw.  A copy of all requests and approvals shall be kept with the fiscal records of the council for review.

POLICY 1.1 - ACCOUNTING DOCUMENTATION AND DEVELOPMENT OF PROCEDURES

Policy Statement: It is the policy of the council to establish and maintain records to record costs of the organization based on generally accepted accounting principles (GAAP), as well as any applicable, current and existing Federal guidelines.

Policy Interpretation and Implementation:

A. Costs are documented and recorded through the general accounting process based on GAAP. The systems established for purchase orders, check disbursements, petty cash disbursements (Not to exceed $50.00), and accrual of costs all support the measurement and reporting of direct and indirect expenses of the organization. All petty cash disbursements shall have receipts and be approved by the executive director. No petty cash system is currently being utilized in the office.

B. Cost categories of the organization include:

a. Personnel expenses.

b. Management and general.

c. Project grant expenses.

d. Capital equipment.

C. Interim financial statements are produced each quarter reporting costs for each category. The information is also used to assist in the process of developing the organization’s budget and to assist in the projection of costs and budgets for the upcoming year.

D. The executive director and the finance committee analyze interim financial services on an annual basis to determine whether a change in procedure is warranted. This review includes, but is not limited to:

a. Changes in direct and indirect costs.

b. Changes in personnel expenses.

c. Changes in management and general costs.

d. Annual auditing outcome.

 

POLICY 1.2 - ANNUAL AUDIT

Policy Statement: It is the policy of the council to have an annual audit performed by an independent and reputable auditing firm.

Policy Interpretation and Implementation:

An annual audit will be completed for the council. This audit will be conducted by an independent certified public accountant. This report deals with the credibility of the organization’s financial reporting and accounting procedures. The outcome of the annual audit and management letter will be presented to the council finance committee at the next meeting following the completion of the audit. The independent certified public accountant will review the results of the audit with the members of the finance committee. The finance committee will formally approve the audit and report their findings to the full council. The full council will be presented the document(s) in electronic format, or to other members upon written request.

In the event the council receives Federal or State grant funds equal to or in excess of the limits that require an A-133 Federal grant audit or State grant audit, such audit in compliance with generally accepted accounting standards will be completed and submitted to the appropriate governmental agency.

 

POLICY 1.3 - ANNUAL BUDGET

Policy Statement: It is the policy of the council to have an annual budget to assist in assuring the responsible expenditure of operational and capital funds during the fiscal year.

Policy Interpretation and Implementation:

Planning is an important ongoing process for any organization. The budget provides the organization with the opportunity to carefully match the goals of the organization with the resources necessary to accomplish those goals. The budgeting process for the new fiscal year will begin as soon as grant commitments are known for the upcoming year. The budget will largely reflect the resource plan identified in the State Plan for Independent Living (SPIL). It will include other grant or consulting opportunities if they are known in advance. Overall, budgeting will consider the following principles:

A. Management of current revenues and expenses necessary for day-to-day operations.

B. The long-range goals of the organization and the financial support necessary to turn those goals into reality.

C. The short-term goals of the organization that lead to the incremental accomplishments of the long-range goals.

The executive director will assemble a draft budget for review by July of each year. The finance committee will approve it before the September full council meeting so it can be incorporated into the quarterly expenditure reports and contract reporting cycles going forward (October through September).

 

POLICY 1.4 - AUTHORIZED SIGNERS FOR DISBURSEMENTS

Policy Statement: It is the policy of the council to require certain management and/or Governing Body signatures on checks disbursed.

Policy Interpretation and Implementation:

Individuals authorized to sign checks on behalf of the council include the officers of the executive committee who are the signatories on the bank accounts, a local council member designee, and the executive director. A current listing of the officers and council members can be found on the NYSILC website at http://www.nysilc.org/council.htm. These individuals are approved to sign bank cards and this policy can be used for documentation of resolution. If the local council member designee co-signs a check with the executive director, they will email the Treasurer about the transaction(s). This flexibility assists the council to address a unique aspect. Council members are geographically distributed from across the state. When necessary, any check amount over $5,000 must require a double signature as described in 1.0 (D). Any checks other than payroll made out to the executive director must be signed by one of the council member signatories. Any additional changes to this policy must be recommended by the executive committee and approved by the full council.

 

POLICY 1.5 - BANK STATEMENTS

Policy Statement: It is the policy of the council to have a procedure for the receipt and reconciliation of bank statements.

Policy Interpretation and Implementation:

A. The executive director or periodically the office manager upon receipt reviews bank statements to confirm normal activity or to identify irregularities. They will initial and date the bank statements to indicate review. The executive director will review such records on at least a quarterly basis to maintain an appropriate level of checks and balances. When the bank no longer has cancelled checks or reduced copy of checks attached to the statements, the checks will be verified online with the bank statement by clicking on corresponding check icons. This method must be conducted in a prompt manner because the check icons tend to have a 90-day window.

B. Once that review has been completed, the statements are forwarded to the bookkeeping service for reconciliation.

C. The bookkeeping service will complete reconciliation against the council records within 30 days of receipt. Discrepancies will be reported immediately to the executive director.

D. Once reconciliation has been completed, the bank statements and reconciliation report will be kept on file.

E. At least once a year, the treasurer will examine financial records and initial and date them to indicate review.

 

POLICY 1.6 - CONTRIBUTIONS

Policy Statement: It is the policy of the council to accept financial contributions from individuals, groups, donor, and organizations when offers are made to benefit the council.

Policy Interpretation and Implementation:

A. The processing of all financial contributions is as follows:

a. The administrative assistant opens the mail, stamps the back of the check with the “date received” stamp, and delivers the checks to the executive director.

b. The executive director will prepare the checks for deposit, making sure that the proof of deposit receipt from the bank is attached to a photocopy of the checks. These materials will be submitted to the bookkeeper, who will record the deposit into the QuickBooks system. The bookkeeper will initial and date the deposit materials when successfully recorded and return them back to the administrative assistant for filing.

c. The executive director is responsible for preparing and sending a letter of acknowledgement to the contributors. Any single donation of $250 or more will be reflected in the letter.

B. The processing of all in-kind contributions will be addressed as follows and conform to the organization’s role as a nonprofit corporation under the IRS code, Section 501(c) (3):

1. Any in-kind contribution of services shall be accounted for at that professional’s regular and ordinary rate schedule.

2. Any in-kind contribution shall be acknowledged in the same method as cash donations, unless public anonymity is specifically requested by the donor. Non-profit organizations are prohibited from valuing non-cash contributions in acknowledgment letters.

3. Unless specified by the donor, any contribution may be used or disposed of in a manner deemed appropriate by the council.

4. Appropriate donor records shall be maintained by the council with the understanding that such records will not be made public without the express, written consent of the donor.

5. Any donor wishing to claim a tax-deductible donation must comply with IRS requirements for third-party appraisals.

6. Non-cash in-kind contributions are recorded at fair market value at the date of the gift. Lacking other forms of documentation, the estimated fair market value is based on the value claimed by the donor. When possible, an independent valuation review or appraisal that supports the claim is desired. It is required by the IRS to substantiate a deduction for a charitable contribution for non-cash donations claiming an estimated fair market value of $5,000 or more. “Independent” means that the party providing the valuation review or appraisal must not be related to the donor, the council, or a financially-related entity.

 

POLICY 1.7 - DISBURSEMENT THROUGH THE ISSUANCE OF CHECKS

Policy Statement: It is the policy of the council to issue company checks in order to pay vendors, to reimburse expenses of staff and to meet other council financial obligations.

Policy Interpretation and Implementation:

A. The administrative assistant, office manager, and on occasion, the executive director will prepare a payment voucher for each check in the accounts payable file. They will record the vendor name (as it is to appear on each respective check), total amount, and attach original vendor invoices to the voucher.

B. The executive director will receive and review for appropriate payment and identify the grant source and relevant line item. The executive director will initial and date the payment voucher for each check. They will also check the account balance to determine if a draw down is required from the Revolving Line of Credit (RLC).

C. The bookkeeping service will process checks for payment to vendors according to the information on the payment voucher for the name and amount listed on the form. They will assign the check number and initial and date when the expense was posted and processed on the computer.

D. The executive director will review payment vouchers and checks for accuracy and completeness. The executive director will sign checks for appropriate expenses under $1,000 and follow the procedures described in 1.0 (D) AND 1.4 for checks above $1,000.

E. The administrative assistant will mail the checks with any necessary documentation. The supporting documentation retained for the council will be stapled to the check stub and filed alphabetically in the vendor files in a secure cabinet.

F. Unused checks will always be safeguarded  and kept in a locked cabinet when the office is closed.

G. Voided checks will be submitted to and recorded by the bookkeeper. They will be kept on file for the next fiscal audit.

 

POLICY 1.8 - EMPLOYEE EXPENSES AND REPORTING

Policy Statement: It is the policy of the council to reimburse all staff and council in a timely fashion for expenses related to council business.

Policy Interpretation and Implementation:

A. Credit Card Policy:

1. The executive director is the only staff person to be issued a council credit card and is primarily used for travel and office expenses.

2. Under no circumstances may personal items be purchased with the council credit card.

3. The council’s credit card is not intended to be used for ATM withdrawals of cash.

4. The council’s credit card should be returned to the locked financial file cabinet upon completion of its use. It should not be carried on person for any indefinite period of time.

5. The executive director and at least one executive committee member must preauthorize non-standard agency credit card expenses greater than $1,000.00.

6. The executive director or office manager will review credit card statements on a monthly basis and approve them by recording their initials and date on the statement. Reviewed credit card statements and reconciliations will be kept on file.

7. The executive director or office manager will track credit card charges by completing and forwarding online invoices and or credit card charge forms to document activity and submit them to the bookkeeper for entry into QuickBooks. This documentation will be kept on file. 

B. Travel Reimbursement Policy:

                          

The following guidelines will be utilized for staff and council members to receive reimbursement for travel:

1. Staff and council traveling on council business outside city limits will be reimbursed at the current IRS mileage reimbursement rate. Car-pooling is encouraged when appropriate. Travel time to and from a regular worksite is considered a normal commute and is not subject to mileage reimbursement.

2. If the person is traveling for a business-related activity outside their normally scheduled work hours, the person will be reimbursed for the full mileage from home or office to the location.

2. Staff and council will be reimbursed for meals (when not provided by the council or the event) when attending an activity as a council representative. The council will reimburse a person for receipted meals up to a maximum daily rate of $50.00 (generally $10.00 for breakfast, $15.00 for lunch, and $25.00 for dinner). The executive director may authorize an additional meal allowance for individuals traveling to conferences in cities that have higher food costs or make reference to the Federal rates.

3. Lodging expenses (when not provided by the council or the event and at reasonable rates) may be authorized by the executive director for travel that requires over-night stays.

4. Staff and council members must complete a NYSILC Travel Reimbursement Form in its entirety to receive reimbursement. The person requesting reimbursement must sign the document. It will be initialed by staff reviewing the request, including the executive director. The executive director retains the rights to review the appropriateness of expenses submitted for reimbursement and may revise the amount due accordingly. In order to be reimbursed, the person must attach original receipts to the expense statement and submit it to the NYSILC office within 30 days.

5. Employees must secure prior approval from the executive director in order to receive reimbursement consideration for all travel expenses, including mileage, meals, lodging, and record all activity with documented receipts to the NYSILC Travel Reimbursement Form. It should be submitted within 30 days of the date of the activity or event attended. Council members seeking reimbursement for events other than full council meetings should follow this process as well.

6. In the rare occurrence that staff needs a travel advance, they must submit a brief email written request to the executive director to explain why such an advance is needed as well as the proposed amount and purpose/work activity. If approved, upon return, staff must submit all receipts and unspent cash within 10 days for reconciliation.

7. The travel expenses of the executive director must be reviewed and approved by a council officer, such as the chair or treasurer, above $500.

8. If necessary, staff or council members may use a personal credit card for travel expenses and seek reimbursement for approved expenses when submitted with receipts attached to the NYSILC Travel Reimbursement Form. Any incidental charges by staff or council members must be made on personal credit cards and cannot be reimbursed.

9. If a family member or significant other accompanies staff or council members to an event, all costs relating to the additional person(s), including transportation, extra room charges, meals, conference fees, etc., must be paid by the staff member, unless the additional individual is authorized to serve as a personal assistant or attendant.

 

POLICY 1.9 - DEPOSIT OF FUNDS

Policy Statement: It is the policy of the council to uphold a process for depositing funds, which maintains internal controls.

Policy Interpretation and Implementation:

The following procedures will be followed in the process of depositing funds:

A. The administrative assistant will stamp the back of the check with the “date received” stamp and deliver the check or checks to the executive director. If there is a delay in getting the check to the executive director, it will be filed in a locked drawer until his/her return.  

B. The executive director will prepare the bank deposit slip for checks and other funds to be deposited and will make a copy of each check being deposited (or written backup in the case of cash) along with the deposit slip. The executive director will review the materials for accuracy and staple the bank generated deposit slip to the photo copied deposit materials and give it to the bookkeeper for entry into QuickBooks and the administrative assistant for file.

C. After the bookkeeper enters the deposit into QuickBooks, they will create a schedule for the account. It will serve as the log of deposits.

 

POLICY 1.10 - EMPLOYEE COST OF LIVING ADJUSTMENTS AND RETIREMENT CONTRIBUTIONS

Policy Statement: It is the policy of the council to uphold a process that provides appropriate compensation for employees related to work performance, cost of living and retirement within budgetary parameters and under the control and direction of the council officers.

Policy Interpretation and Implementation:

Upon annual performance review, staff will be evaluated to determine whether or not they will be eligible to receive an annual Cost of Living Adjustment according to the following guidelines:

A. Cost of Living Adjustment (COLA): It is the intention of the council to plan for and budget, according to the availability of funds, an annual cost of living adjustment not to exceed 4% of salary. The executive director shall prepare the annual budget for presentation and approval at the November meeting prior to the new calendar year. The proposed budget may include a COLA for all staff, not to exceed 4%, which should be based upon the NYS Consumer Price Index and a comparison to market forces within similar jobs and industries.

According to NYSILC’s Personnel Policies, qualified employees are eligible to participate in the council’s retirement plan which is a Simple IRA. Refer to the personnel policies for details. The following procedures will be followed:

1. By October of each year, the finance committee will determine the percentage (between 0-3%) that the council will match employee contributions participating in the plan for the upcoming calendar year.

2. The executive director will inform employees of the matching percentage for the upcoming year so that changes can be made to individual participation matches if necessary.

3. The bookkeeper will be notified of the matching percentage for the upcoming year and make any necessary changes for the electronic transfers to individual accounts to reflect employee participation and council matching amounts each pay period. The executive director will notify the payroll service of any changes to employee participation amounts if necessary. A schedule will be kept in QuickBooks to record the activity related to this account.

 

POLICY 1.11 – TAX EXEMPT STATUS

Policy Statement: It is the policy of the council to utilize its State tax exempt status and avoid paying sales tax on purchases.

Policy Interpretation and Implementation:

Any vendor or service provider residing in New York State must be provided with evidence of NYSILC’s tax exempt status (NYS Exempt Organization Certificate, Form ST-119) whenever a product or service is paid for by check, credit card, or cash for which sales tax would otherwise be collected. In the event it is not possible to provide Form ST-119 to a vendor or service provider, an explanation for paying sales tax will be noted on the payment voucher or credit card charge invoice. It may be determined by the Executive Director that the staff person making the purchase must reimburse NYSILC an amount equal to the tax paid.

 

POLICY 1.12 – DEPRECIATION POLICY

Policy Statement: It is the policy of the council to capitalize equipment of a $1,000 or more for depreciation.

Policy Interpretation and Implementation:

When the council purchases new equipment or office supplies with a unit threshold of a $1,000 or more, the equipment will be added to the NYSILC Depreciation Expense Schedule (Inventory List). The CPA will then depreciate the expense on the schedule over time until it is valued at $0. If the item or items are purchased with NYS Education funds, then it will be assigned a numbered inventory sticker provided by the NYS Education Department.

 

POLICY 1.13  - EMERGENCY REMOTE FISCAL POLICIES

Policy Statement: It is the policy of the council to uphold the integrity of the fiscal policies during an emergency, when operations may have to be moved offsite and run remotely.

Policy Interpretation and implementation:

Invoices

Effort must be made to convert as many known vendor invoices to online/email invoices. This includes payroll reports and individual employee access to their pay records. Some invoices allow payment via credit card. The council will not opt for automatic bill payments via credit card to reduce exposure on the card and to verify billing statements first.

The rationale is to reduce the number of invoices coming in via the mail. Staff closest to the office will need to go to the office 1-2 times a week to review the mail. They will connect with the Executive Director (ED), discuss the contents of the mail, save agree upon critical documents, and then scan noted payables to the Executive Director (or via Drop Box).

Payment of Invoices

The ED will collect all invoices (online/email and mail/scan/Drop Box) and prepare them with NYSILC vouchers. A decision strategy will then be made for each invoice (based on the payment methods available and amount to be paid). Options include:

• Credit card
• Direct ACH payment and
• Check

Invoices paid by credit card will include all related and additional documentation.

Invoices paid by direct ACH payment will include a screen shot of the authorization number, who the payment is made to, along with the amount and date. If an ACH payment is made for an amount over $5,000, an email pre-approval must be obtained by an officer/account signatory (providing the equivalent of two signatures with the ED signing off on the NYSILC voucher). The email must accompany the ACH documentation.

The ED will prepare the remaining paid invoices for payment by check. He will include separate scans for payments by credit card and ACH. It should be noted that the ED will include other scans for reviewed bank statements, the Line of Credit (LOC) and other fiscal documents. The ED will put these scans in a fiscal folder in Drop Box and send an email to the bookkeeper to notify her, verifying the date/time to connect to discuss the information.

The bookkeeper will review and enter the fiscal information in QuickBooks at a remote location. She will update schedules, reconcile accounts, notify the ED of any issues including the need to draw on the LOC, and print checks for the identified payables. The checks will be mailed out to the ED at his remote location. The bookkeeper will update schedules and payable information and send scans back to the ED via the folder in Drop Box.

Upon receipt, the ED will go to Drop Box and print up hard copies of all documentation (payables by credit card/ACH/checks, reconciliations for all accounts, backup to request a draw on the LOC, etc.). He will sign the checks and mail them out with postage stamps.

Payment of Other Lines

As consistent with current fiscal policies, the ED will obtain pre-approval when needing to draw on the LOC. When NYSILC has the cash flow, the ED to use discretion to pay down the LOC.

The NYSILC corporate credit card will experience more activity when it is utilized for routine payables. In additional, staff working remotely may need supplies shipped to their home sites. When NYSILC has the cash flow, the ED to use discretion to pay down the corporate credit card.

Monitoring

On a daily basis, the ED will monitor NYSILC’s accounts via the Key Bank portal. On a periodic basis, he will monitor the SEFCU savings account and NYS OSC ACH contract payment portals.

Resumption of Normal Operations

The bookkeeper will restore the QuickBooks information onsite and hard copy documentation will be filed in the office when normal operations have resumed.