COMMONWEALTH COUNCIL ON AGING BYLAWS - Office for …



COMMONWEALTH COUNCIL ON AGING BYLAWSARTICLE IPurposes, Duties and ResponsibilitiesSection 1. PurposeAccording to the Code of Virginia Section§ 51-5-127, the Commonwealth Council on Aging (hereafter known as “the Council”) is established as an advisory council in the executive branch of state government. The purpose of the Council shall be to promote an efficient, coordinated approach by state government to meeting the needs of older Virginians. As an advisory council, defined in § Section 2.2-2100, A, the Council shall serve as a formal liaison between the Department for Aging and Rehabilitative Services (hereafter known as ‘the Department” and the public to ensure that the Department for Aging and Rehabilitative Services understands public concerns and that the activities of the Department for Aging and Rehabilitative Services are communicated to the public.Section 2. Duties and Authorizationsa. According to § Section51.5-128 of the Code of Virginia, the Council shall have the following duties:i. Examine the needs of older Virginians and ways in which state government can most effectively and efficiently assist in meeting those needs;ii. Advise the Governor and General Assembly on aging issues and aging policy for the Commonwealth;iii. Advise the Ggovernor on any proposed regulation deemed by the Director of the Department of Planning and Budget to have a substantial and distinct impact on older Virginians. Such advice shall be provided in addition to other regularity reviews required by the Administrative Process Act , as defined in Code( § Section 2.2-4000, et seq.)., as amended;.iv. Advocate and develop the Commonwealth’s planning for meeting the needs of the growing number of older Virginians; and v. Advise the Governor and General Assembly regarding the activities of the Department for Aging and Rehabilitative Services;Assist and advise the Department regarding strategies to improve nutritional health, alleviate hunger, and prevent malnutrition among older adults.Assist and advise the Department for Aging and Rehabilitative Services with the development and ongoing review of the Virginia Respite Care Grant Program; andb. The Council may Apply apply for and expend grants, gifts, or bequests from any source as may become available in connection with its duties, and may comply with such conditions and requirements as may be imposed in connection therewith.Section 3. ResponsibilitiesThe Council shall:As approved by the Council, Iinitiate, develop and or support legislation thatto enhances and improves the lives of older Virginians;As approved by the Council, Rrepresent the concerns of older Virginians to the Governor and to the appropriate legislators or legislative committees through comments on major issues and legislation;Seek to be informed of issues that affect the quality of life of older Virginians;As approved by the Council, Aadvise the Governor, the appropriate Cabinet Secretaries, and the General Assembly on the budget bill and budget amendments on matters that impact older Virginians;Attend public hearings or meetings on matters affecting the rights and interests of older persons and report significant information at the next meeting of the Council;Participate in the Virginia State Plan for Aging Services listening sessions, as appropriate; and g. At the direction of the Executive Committee, pPrepare an annual report by October 1 of each year, for submission to the Governor. and the General Assembly. In accordance with the Annual Report and Legislative Platform Timeline, the annual report should be prepared in sufficient time so that any proposals and positions outlined therein, and having been previously submitted to and approved by the Council, may be included in the Governor’s budget and legislative package. Additionally, tThe annual report will shall outline , in such detail as the Executive Committee directs, the accomplishments of the Council for the previous state fiscal year and any legislative proposals or positions for the upcoming calendar year. The annual report shall and may be prepared in collaboration with the Council’s Legislative Committee Chair and the Council Chair, with staff support provided by and the Department for Aging and Rehabilitative Services. The annual report shall be approved by the Council.At the direction of the Executive Committee, prepare an annual letter to the Congressional Delegation regarding issues that are federal in scope, such as reauthorization of the Older Americans Act.ARTICLE IIMembership and Staff SupportSection 1. Council Composition, Terms of Officea. In accordance with Code § Section51-5-127 of the Code of Virginia, as amended, the Council shall consist of 24 members [19 voting members and 5 non-voting ex officio members] as follows:i. Oneone member from each of the 11 congressional districts of the Commonwealth appointed by the Governor subject to confirmation by the General Assembly;ii. Four four at-large non-legislative citizen members appointed by the Speaker of the House of Delegates;iii. fourFour at-large non-legislative citizen members appointed by the Senate Committee on Rules; and,iv. Thethe Commissioner of the Department for Aging and Rehabilitative Services, the Director of the Department of Medical Assistance Services, the Commissioner of Social Services, the Secretary of Health and Human Services, and the President of the Virginia Association of Area Agencies on Aging, or their designees, who shall serve as non-voting ex officio members.b. Members of the Council shall be citizens of the Commonwealth appointed at large without regard to political affiliation but with due consideration of geographical representation. Appointees shall be selected for their ability, and all appointments shall be of such nature as to aid the work of the Council and to inspire the highest degree of cooperation and confidence.c. Members wishing to resign from their appointment to the Council shall send such notice, in writing, by email or mail, to the Department and the member’s appointing body. The Department shall promptly share such notice with the Chair and to the appointing body as well.d. Appointments to fill vacancies shall be for the unexpired term and shall be made by the original appointing individual or body. No person having served on the Council for two consecutive terms shall be eligible for reappointment to the Council for two years thereafter. The remainder of any term to which a member is appointed to fill a vacancy shall not constitute a term in determining the member’s eligibility to serve.e. One member of the Council shall also be appointed by the Governor to serve on the Virginia Public Guardian and Conservator Advisory Board as required by § 51.5-149.1 of the Code of Virginia. Section 2. Absencesa. Council members are expected to attend all regularly scheduled meetings.b. Members shall confirm attendance or absence as requested by the Department in advance of the meeting. c. The attendance of Council members missing two or more consecutive meetings of the full Council shall may be reviewed by the Executive Committee. The inactive member shall be consulted before the Executive Committee decides by majority vote whether or not to bring the matter to the full Council. If presented to the full Council, the Council shall decide by majority vote whether or not to submit the review to the original appointing individual or body which has the sole authority to terminate the membership and appoint an individual to fill the vacancy for the unexpired term.Section 3: Terms of OfficeAll original appointments to the Council shall be for four-year terms in accordance with Code § Section 5.5-127 C of the Code of Virginia.Section 4: Member Requirements a. All appointed voting members shall annually complete a Financial Disclosure Conflict of Interests Statement and submit it to the Secretary of the Commonwealth.b. Every other year and within two months of appointment, all appointed voting members shall participate in training on the Virginia State and Local Governments Conflict of Interests Act as required by § 2.1-3130 of the Code of Virginia.c. Council members shall serve without compensation. d. In compliance with Virginia travel laws and regulations, the Department shall make resources available to reimburse members of the Council for reasonable and necessary expenses of attending Council meetings and performing Council duties.Section 5: Staff Support The Department shall a. Provide staff support as required to conduct the business of Council.b. Offer newly appointed members of Council a new member orientation.c. Provide newly appointed members a copy of the Council Bylaws and other information pertinent to their duties, including information on the Virginia Freedom of Information Act (§ 2.2-3700 et seq. of the Code of Virginia) and the Virginia State and Local Governments Conflict of Interests Act (§ 2.2-3100 et seq. of the Code of Virginia).ARTICLE IIIOfficersSection 1. TypesPursuant to Code § Section51-5-127, D of the Code of Virginia, the elected officers shall be a Chairman and a Vice-Chairman. The Chairman shall appoint a Secretary subject to confirmation by the Council at that time.Section 2. TermsWhile the term of Council membership is for four years, oOfficers shall be elected for a two-year term or until successors are elected or confirmed by the Council, respectively. Elected officers may succeed themselves once, provided that such succession is consistent with the term of appointment to the Council.In the event that the Chairman is unable to complete his term, the Vice- Chairman shall assume the office of the Chairman for the remainder of the term. A special election shall be held at the next meeting to elect a new Vice-Chairman to serve the remainder of the termat the next meeting. In the event the Vice-Chair or Secretary are unable to complete their terms, a special election shall be held to elect a new Vice-Chair or confirm a new Secretary, respectively.Section 3. Conduct of ElectionsDuring the third quarter of the state fiscal year ending June 30th in a year in which officers will be elected, a Nominating Committee of five members shall be selected. The Chairmen shall appoint two members and three members shall be elected by a majority of the members present at the meeting.One month before the annual meeting in a year in which officers will be elected, which shall be the last meeting of the fiscal year ending June 30, the Nominating Committee shall present a slate for Chairman and Vice-Chairman. Additional nominations, with the consent of the nominee, shall be accepted from the floor. Only those members present at the annual meeting are entitled to vote.Elections shall be by voice vote or roll call as required in Code § Section 2.2-3708.2 and 2.2- 3710 of the Code of Virginia, as amended. In the event that there is only one nominee for each office, the election may be by acclamation, subject to §2.2-3708.2 of the Code of Virginia. In either situation, a majority vote of those members present at the meeting shall constitute election to office. Officers shall assume their duties ats the close of the annual meeting.Section 4. Duties of OfficersChairmanThe Chairman shall preside at all meetings of the Council;Consult with the Department to develop meeting agendas; The Chairman shall establish task groups and special committees; shall appoint all members and chairs of specialthese committees; and The Chair shall be an non-voting ex officio member of all standing committees, task, groups and special committees except however, the Chair may be a voting member of the Nominating Committee and any special committees, and may cast a vote to break a tie in standing committees; and,The Chairman shall act as official liaison between the Council and the Commissioner, shall speak officially for the Council, as approved and as authorized by a vote of the Council;; and and The Chair shall take any other actions deemed advisable by the Council.Vice-ChairmanThe Vice-Chairman shall preside at the Council meetings if the Chairman is unable to assume the responsibility; and,The Vice-Chairman shall perform such other duties as may be requested by the Chairman, of if the Chair is unable to make the request, Department staff.SecretaryThe Secretary is responsible for the minutes of all regularly scheduled meetings of the Council and of such other meetings as the Secretary may be requested by the members to keep minutes; . The Secretary may work with a staff member of the Department for Aging and Rehabilitative Services in the taking and preparation of the minutes; .The Secretary shall review and sign approve the official minutes of the Council and present them to the ChairmanCouncil; and .The Secretary shall also receive copies of all official notices for the Council and deliver those notices to the Chairman by the most efficient means available.ARTICLE IVCommitteesSection 1. Executive Committeea. The Council shall have an Executive Committee composed of the Council Chairman, Vice-Chairman, Secretary, and two members recommended by the Chairman and elected by the full Council. The two at-large members shall serve a two-year term, and may succeed themselves once, provided that such succession is consistent with the term of appointment to the Council. b. The Executive Committee shall have and exercise powers of the full Council between meetings. The Executive Committee may approve a grant or other funding proposal on behalf of the Council when the timeline for such grant or proposal does not align with the Council meeting schedule.c. A majority of the Executive Committee shall constitute a quorum. d. The Chairman may schedule a meeting of the Executive Committee. Three members of the Executive Committee, in agreement, may also call for a meeting of the Executive Committee.The Executive Committee may meet by conference call consistent with the requirements set forth in Code Section 2.2- 3708, as amended, only when a quorum of the Committee is physically assembled at one primary or central meeting location and all other provisions of the Virginia Freedom of Information Act are met.Section 2. Standing Committeesa. There shall be three standing committees of the Council, including but not limited to the following: the Legislative, Planning and Development, and Best Practices Committee. The department shall provide staff support to all standing committees.b. Committee members shall be appointed by the Chair and subject to confirmation by a majority of the Council members present at the meeting held during the fourth quarter of the state fiscal year ending June 30th. New Council members, upon appointment to the Council, or current Council members may be appointed by the Chair to vacant committee slots outside of the meeting held during the fourth quarter of the state fiscal year ending June 30th.c. Legislative CommitteeThe Legislative Committee shall be composed of seven (7) members, each of whom shall be appointed by the Chairman of the Council, one of whom shall be a member of the Executive Committee.During the annual meeting of the Legislative Committee to discuss recommendations, the Legislative Committee shall elect a Committee Chair to serve for a one-year term. The Chair of the Legislative Committee shall be responsible for presiding over Legislative Committee meetings, consulting with Department staff on agendas and meeting materials, and approving Legislative Committee minutes prior to presenting them to the Legislative Committee for approval.The Legislative Committee will develop for the Council’s approval appropriate legislative proposals and positions to enhance and improve the lives of older Virginians. In addition, the Legislative Ccommittee will be responsible for following legislation and recommending positions for advocacy to the Council for the Executive Committee or Council to present to the Administration Governor, Department, and the Legislature as voted by the full Council.d. Planning and Development Committeei. The Chairman of the Council shall appoint aThe Planning and Development Committee composed of seven (7) members, one of whom shall be a member of the Executive Committee.ii. During an annual meeting of the Planning and Development Committee, or during the first meeting of the Planning and Development Committee in more than one year, the Planning and Development Committee shall elect a Committee Chair to serve for a one-year term. The Chair of the Planning and Development Committee shall be responsible for presiding over Planning and Development Committee meetings, consulting with Department staff on agendas and meeting materials, and approving Planning and Development Committee minutes prior to presenting them to the Planning and Development Committee for approval.iii. The Planning and Development Committee shall gather appropriate information and data as requested by the Council and shall encourage regular listening sessions throughout the Commonwealth, with the goal of having a session in every congressional district every four years regional sessions in coordination with the Department’s efforts to prepare a State Plan for Aging Services. The Planning and Development Committee shall report on these listening sessions to the full Council.The Planning and Development Committee shall explore opportunities to develop grants and other means of funding for proposals, as requested by the Council. All grants or other funding proposals shall be submitted to the full Council for approval, except the Executive Committee may approve a grant or other funding proposal on behalf of the Council when the timeline for such grant or proposal does not align with the Council meeting schedule. e. Best Practices Committeei. The Best Practices Committee shall be composed of five (5) members, each of whom shall be appointed by the Chairman of the Council, one of whom shall be a member of the Executive Committee. The Best Practices Committee may request advice and consultation from outside parties who shall not be deemed members and who shall not have voting privileges.ii. During the annual meeting in which the Best Practices Committee reviews nominations for the Best Practices Awards, the Best Practices Committee shall elect a Committee Chair to serve for a one-year term. The Chair of the Best Practices Committee shall be responsible for presiding over Best Practices Committee meetings, consulting with Department staff on agendas and meeting materials, and approving Best Practices Committee minutes prior to presenting them to the Best Practices Committee for approval.iii. The purpose of the Best Practices Committee is to publicly recognize and encourage model aging and caregiving programs throughout the Commonwealth that will improve the lives of older Virginians. The Committee will establish such award categories as it deems appropriate so as to include a broad and diverse range of creative community programs.iv. The Best Practices Committee will establish such other rules, regulations,policies and procedures as it deems appropriate in order to accomplish the mission of the Best Practices Committee.Other Standing CommitteesAdditional ad hoc standing committees may be established by the Chairman or the Executive Committee as needed. The Chairman or the Executive Committee will specifically define the role, responsibilities, and limitations of any newly created standing committee.Section 3. Task Groups and Special CommitteesThe Chairman or Executive Committee may form any task groups and special committees for a particular purpose or to perform a specific assignment. The task groups and special committees may request advice and consultation from outside parties who shall not be deemed members and who shall not have voting privileges. The department shall provide staff support to all standing committees.Section 4. Standing Committee and Task Group Special Committee ReportingWith the exception of the Executive Committee as provided in Section 1 of this Article, all standing committees, and special committees and task groups must shall submit recommendations to the Council for its consideration and action as a whole.ARTICLE VMeetingsSection 1. Regular Meetingsa. The Council shall meet at least four times a year and more often if the Chairman believes it necessary or a quorum of Council believes it necessaryvotes accordingly. All Council and committee meetings shall be open to the public and public comments will shall be accepted.b. Depending on the amount of public comment as well as meeting agenda and timing, public comments may be time limited. Written public comments shall also be accepted by the Council. The receipt of written comments shall be noted verbally by the Chair during the meeting and in the minutes.Section 2. Quoruma. At any meeting of the Council and all Committees, a majority of the voting membership present shall constitute a quorum.b. Notwithstanding any other applicable state law, in the absence of a quorum, the present members may continue to meet to hear informational items and minutes shall be recorded, but the Council shall not take any official action.Section 3. Rulesa. All members shall abide by the public meeting requirements established by Virginia Freedom of Information Act, § 2.2-3700 et seq. of the Code of Virginia.b. The most recent edition of Robert’s Rules of Order Newly Revised shall govern meetings of the Council and its committees in all cases to which the Rules are applicable and in which they are not inconsistent with these Bylaws.Section 4. MinutesMinutes of the meetings of the Council, the Executive Committee, and all standing committees shall be recorded and shall be available for review by the membership and the public. All Council minutes shall be reviewed and signed approved by the Secretary. The Secretary will then present the minutes to the Chairman. The Chairman Secretary will present the minutes to the Council for approval at the following next meeting.Section 5. NoticeNotice of all Council meetings shall be emailed to each member of the Council in sufficient time to be received and at least seven days before the date of the meetings. Minutes and other materials can may also be emailed , when practical, to those the members at least seven days before the date of the meeting, unless there is good cause otherwisewho prefer to receive information electronically. However, those members who wish to receive information by regular mail may be permitted to do so. In addition, all other requirements of Code § Section 2.2-3707 of the Code of Virginia shall be followed.Section 5.5. Electronic ParticipationIt is the policy of the Council that individual Council members may participate in meetings of the Council by electronic means as permitted by Virginia Code § 2.2- 3708.1. This policy shall apply to the entire membership and without regard to the identity of the member requesting remote participation or the matters that will be considered or voted on at the meeting.Whenever an individual member wishes to participate from a remote location, the law requires a quorum of the Council to be physically assembled at the primary or central meeting location, and there must be arrangements for the voice of the remote participant to be heard by all persons at the primary or central meeting location.When such individual participation is due to an emergency or personal matter, such participation is limited by law to two meetings or 25 percent of the meetings of the public body per member each calendar year, whichever is fewer.Individual participation from a remote location shall be approved unless such participation would violate this policy or the provisions of the Virginia Freedom of Information Act. If a member’s participation from a remote location is challenged, then the Council shall vote whether to allow such participation. If a member’s participation from a remote location is disapproved because such participation would violate this policy, such disapproval shall be recorded in the minutes with specificity.The Council shall have a separate and current electronic meeting and participation policy. The electronic meeting and participation policy, and any amendments, shall be approved by two-thirds of voting members in attendance at a meeting upon which the policy is presented provided that the electronic meeting and participation policy and any amendments are submitted to the Council in writing at least 21 days prior to the meeting and that notice is included on the meeting agenda.ARTICLE VIAmendments to the BylawsSection 1. Procedure for Amendmenta. These Bylaws may be amended by two-thirds vote of the entire voting members of the Council then in office at any properly noticed meeting of the Council, provided that the proposed amendments are submitted to the Council in writing at the meeting immediately preceding at least 21 days prior to the meeting at which the vote is to be taken, and that notice of the proposed amendments shall have been included in the notice agenda of such meeting.Section 2. Effect of Adoption of Amendmentsb. Amendments to these Bylaws shall become effective immediately upon adoption by a two- thirds majority vote of the membership present at the meeting.ARTICLE VIIAdoption of Bylawsa. These Bylaws shall become effective on the date they are adopted by a majority two-thirds majority vote of the voting members present at the meeting.b. The Amended Bylaws approved and adopted by the Commonwealth Council on Aging on 4/8/15 January 27, 2021.These Bylaws were originally adopted on June 3, 1999 and subsequently revised and adopted on June 17, 2004, January 23, 2008, September 7, 2011, and April 8, 2015, and January 27, 2021. ................
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