ࡱ> a jbjb,, )NNpGpGpGpGGD2HHHHHIII,JRIIIII+LHHҋ+L+L+LIFHH+LI+L+L/H qpGI2'8t0_N+LNp+L9@@EXAMPLES OF BY-LAWS FOR ADVISORY COUNCIL Council on Aging By-LawsSonoma County AAA Advisory Council By-LawsKings & Tulare Counties AAA Advisory Council By-LawsNAME AND AUTHORIZATIONThe name of this organization shall be COUNCIL ON AGING, an advisory committee to the Area Agency on Aging (AAA), and shall hereafter be referred to as COA. The Older Americans Act, as amended in October 1979, established that AAA shall call upon older people, and advise them on social programs affecting them. The Governing Board of North Coast Opportunities, Inc. (NCO), confirmed the appointment of the members of COA at its regular May, 1980 meeting. NCO established the plan for the AAA, and included in its organizational chart the COA as a permanent Advisory Committee to the NCO Board (mandated July, 1970).The name of this organization shall be the Advisory Council of the Sonoma County Area Agency on Aging, hereafter known as the Council. As required by the Older Californians Act of 1996, the Area Agency on Aging and the AAA Advisory Council will operate in compliance with the Older Americans Act and applicable regulations. The Board took action on December 11, 1979 to establish the Sonoma County Area Agency on Aging and name the Commission as the Advisory Council to the Board of Supervisors in this Area Agencys functioning. On May 14, 1980, the Sonoma County Board of Supervisors was designated as the Area Agency on Aging, Planning and Service Area No. 27, and the Commission on Aging in fact became the Advisory Council. This action completes the major goal of the original Commission on Aging.PURPOSE/STATEMENT OF DUTIESTo assist in hiring AAA staff; serve on interview panels and recommend ranked choices to NCO Executive Director for approval. To advise on development and implementation on the four year Area Plan. To advise on all proposals, contracts, and budget for senior programs in Lake and Mendocino Counties. To assist in monitoring and evaluating all AAA programs. To keep informed on seniors and dependent adults needs in Lake and Mendocino Counties, and serve as a source of community information on needs and programs for older people and dependent adults. Representatives shall be available to receive input from the community on concerns and ideas related to the elderly, and eligible handicapped. To advocate and provide leadership for older people and dependent adults. The Older Americans Act authorized AAAs and their advisory bodies to observe, coordinate with, and comment on all services in their Planning and Service Areas (PSA), which affect seniors and dependent adults. To participate in conducting public hearings on the Area Plan, and on the needs and priorities of seniors and dependent adults. Serve as advisor to the Sonoma County Board of Supervisors (which is the Area Agency on Aging). Act as an independent advocate for older persons, taking positions on matters pertaining to Federal, State and local policies, programs procedures and any legislation affecting older persons. Actively seek advise from the community councils on aging, senior advocacy organizations, local aging commissions, elected officials, and the general public for the purpose of advocating for and making formal presentations on issues of concern to older persons. Inform local senior advocates and organizations on specific legislation pending before local, State and Federal governments. Disseminate information of interest and concern to older persons. Work with agency staff to develop, implement, and monitor the four-year Area plan and annual updates. Hold public hearings on the four-year Area Plan and updates in accordance with all State legal requirements. Work with Agency staff to produce annual report in accordance with the Older Californians Act. The report shall be prepared within six (6) months of the close of the fiscal year and shall contain a summary of the Councils activities and projects, finances, a list of Council members, and any other information specifically requested by the Board of Supervisors or the California Department of Aging.Serve as adviser to the Area Agency on Aging. Serve in an Advisory or Planning capacity for other organizations designated by either one or both of the Boards of Supervisors for Kings and Tulare Counties. Actively seek advise from community councils on aging, senior advocacy organizations, local aging commissions, elected officials, and the general public for the purpose of advocating for and making formal presentations on issues of concern to older persons; Inform local senior advocates and organizations on specific legislation pending before local, state and federal governments. Disseminate information of interest and concern to older persons; Be actively involved in the development, implementation and monitoring of the area plan; Hold public hearings on the area plans with no less than 30-day notification to the general public and the Aging constituency regarding dates, time, and location. Such notification shall contain understandable descriptions of Area Agency on Aging and community-level plans in order to promote informed input. Hold an annual area wide meeting of senior advocates and organizations to prepare for the priorities for the ensuing year and elect delegates for the statewide legislative meeting of senior advocates.MEMBERSHIPThe membership shall consist of not more than twenty-nine (29) members. Membership shall represent a broad section of the needs and interests of seniors and dependent adults in Lake and Mendocino Counties. This includes, but is not limited to, representation of service providers. A quorum shall be a simple majority of members.(Article III) In compliance with Federal and State regulations, membership of the Council shall be composed of the following: A majority of persons sixty (60) years of age and older. Service providers. Members who reflect the geographic, racial, economic, and social complexion of the planning and service area they represent. At least one (1) member who represents the interests of the disabled. The council shall consist of twenty-one (21) members. Council members serve for two (2) years and may be re-appointed/re-elected for additional terms. Designation Process No more than fifty (50) percent of the Councils membership shall be appointed by one (1) official or body of officials. The Advisory Council membership shall be appointed through a process designated by the local governing bodies in the planning and service area within which the Area Agency on Aging operates. Membership composition shall be as shown in Article III. The Governing Board shall appoint ten (10) area representatives, two (2) from each supervisory district. The Advisory Council shall appoint eleven (11) members, five (5) of whom represent each of the supervisory districts, and six (6) member-at-large positions. A minimum of one (1) member from each of the categories shown below shall be selected. Minority groups as defined in the Area Plan. Organizations made up of service providers. Other organizations or persons expressing an interest in aging. A nutrition services consumer. The disabled population. The selection process by the Advisory Council shall be as follows: The Executive Committee acts as a standing membership committee, and they shall receive and review all applications, other than Supervisor appointments, taking into consideration Article III, Sections 1 and 2. The Committees recommendations shall be submitted to the full Advisory Council, and a majority vote is required for final selection. Applications may be submitted by individuals, groups, or organizations in the Planning or Service Area (PSA 26). Applicants names shall remain in the potential membership pool for a minimum of two (2) years. Notice of vacancies shall be published countywide and shall be filled by the foregoing process.No more than 50 percent of the councils membership shall be appointed by one official or body of officials. The Advisory Council membership shall be appointed through a process designated by the local governing bodies in the planning and service area within which the Area Agency on Aging operates. Membership shall be composed of: a majority of persons 60 years of age or older service providers members who reflect the geographic, racial, economic, and social complexion of the planning and service area they represent. at least one member who represents the interests of the disabled The Advisory Council composition requirements shall be compiled as vacancies occur. TERM OF MEMBERSHIP The term of membership on the Council shall be three years unless fulfilling the term of office of an un-expired term. The occurrence of any of the events specified in section 1770 of the Government Code of the State of California shall cause a vacancy in the office of a member. Also, any Advisory Council member having three consecutive unexcused absences or six absences (excused by the Chair or unexcused) during a twelve-month period from the Advisory Council general meetings shall be deemed to have resigned from the Council. It shall be the responsibility of a member to inform the Chair or designated staff, if he or she is unable to attend. The Chair or his/her designee, or the officers of the Council or any member of the Council may recommend prospective members to the Council for screening by the Council pursuant to Item 2 of Resolution No. 80-016 for eligibility to membership in the Council. Recommendations may be made by the Council to the Area Agency on Aging Governing Board. Responsibilities of Membership Accept a committee assignment and monitor at least one area of activity within his community. Monitor and report committee activities to the Advisory Council. Testify at Public hearings and senior groups in his/her area as requested by the Chair Attend his/her committee meetings. Attend meetings called by the Chair of the Advisory Council. Attend a minimum of seven regular meetings each year.MEETINGS An annual calendar will be set by the President. Regular meetings and committee meetings shall be held on third Wednesday of each month at a place to be decided by the COA. Special COA meetings may be called by the COA President, or by a minimum of four (4) members. Five (5) days notice shall be given to all members and alternates, and the purpose of the meeting shall be explained. A special meeting shall cover only the business for which it is called. Canceled meeting: In the case of an emergency (catastrophe), a meeting may be canceled by the Chair, with the next regular meeting to be on time. Standing committees shall meet prior to the regular COA meeting. Other meetings may be called by the council as needed (Ad Hoc). The annual meeting shall be held in June. An Annual Report, outlining past accomplishments of the COA and future years plans shall be presented at this time, as well as introduction of the newly-elected members. All members shall be in attendance at the hour appointed for each regular, special, or recessed meeting of the Council. No person may be absent for more than three (3) consecutive regular meetings without written notice and approval of the Executive Committee. Members shall be replaced according to the designated process as shown in Article IV. A written notice of delinquency shall be sent to the member immediately after the third consecutive absence. Appeals to the process may be made to the Executive Committee. The council shall hold a regular meeting on the third (3rd) Wednesday of each month at the location determined at the preceding meeting. If the regular meeting day falls on a legal holiday, the Council may fix another day. All meetings shall be open to the public except for those which, pursuant to the Brown Act, are convened to deal specifically with personnel. All meetings of the Council shall be recorded and the minutes kept for a minimum of one (1) year. Special meetings of the Council may be called by order of the Chairperson or may be called by the five (5) members of the Council by delivering personally or by mail written notice to each member of the Council, a local newspaper of general circulation, and a radio or television station. Such notice shall be delivered personally or by mail at least twenty-four (24) hours before the time of such meeting, as specified in the notice. The notice shall specify the time and place of the special meeting and the business to be transacted. No other business shall be considered at such meetings by the Council. All meetings of the council shall be called, noticed, held and conducted in accordance with the Ralph M. Brown Act. Consistent with Section 54954.3 of the Brown Act, the agendas for the regular meetings shall provide an opportunity for members of the public to address the Council on items of interest to the public that are within the subject matter jurisdiction of the Council. Persons wishing to speak shall first be recognized by the Chairperson, then allowed a reasonable time to speak. Meetings, hearings and other business of the Council shall be conducted in accordance with Roberts Rules of Order, the latest edition, except as provided in these By-Laws. The minutes of each meeting of the Council shall be delivered personally or by mail to each member of the Council no later that forty-eight (48) hours prior to the next meeting and be made to all persons requesting them. The agenda of meetings, including the time and place, shall be delivered personally or by mail to members of the Council at least forty-eight (48) hours prior to the time of the meeting. The agenda shall be posted in a location freely accessible to the public seventy-two (72) hours before the Advisory Councils regular meeting.All meetings of the Advisory Council shall be public. Any member of the public may speak on any agenda item, or an item not on the agenda, by giving prior notice to the Chairperson. The regular meetings of the Advisory Council shall be held monthly unless otherwise ordered by the Council. Time and place of the meeting shall be determined by the Executive Committee or the Members present at any regular or special meeting, and written notice of each meeting shall be given to each member at least ten (10) days prior to the meeting. At least four times as a year the Council meetings shall be held in different communities served by the County. Special meetings may be called by the Chairperson when deemed necessary on an emergency basis, or must be called upon receipt of a written request signed by five members of the Council. Such meetings may be held at whatever location the Executive Committee Determines appropriate. VOTING PRIVILEGESEach COA member shall be entitled to one vote. An alternate may vote only in the excused absence of his principal. There shall be no proxy votes. At the discretion of the chair, votes may be visual or voice. In the event of a tie vote, the Chair may vote.Every member must be present in person to vote, and no proxies are to be recognized. A majority of members shall constitute a quorum and is necessary for a meeting to be held. At the discretion of the Chairman, each member shall vote by roll call on each issue that comes before the Council before discussion. Council members shall abstain from discussion and voting on any item which involves a conflict of interest with any organization with which they are involved. When members of the Advisory Council or subcommittee are declared to be in a conflict of interest situation, the remaining members shall constitute a quorum for the purpose of voting.NOMINATIONS/TERMS/ ELECTIONSCOA membership terms shall run for three years from the date of acceptance of the members application. Membership is automatically renewed for a second three year term for active contributing members. A third and subsequent terms require re-application through the membership committee and approval by the full COA. Elections of representatives filling vacancies shall be handled through the membership Committee, which will initiate the recruitment and selection process. It is the responsibility of this committee to publicize these elections and to emphasize the purposes of COA, fairly and adequately. Elected representatives shall be approved by full COA. New members shall be seated in June.The nominating Committee shall consist of three (3) members: one person selected by the Executive Committee at their March meeting, one selected by the Chairperson of the Advisory Council at or prior to the March meeting, and one elected by the Advisory Council at the March meeting. The Advisory Council Chairperson will appoint the Chairperson of the Nominating Committee from the three members. The members of the Nominating Committee shall serve no more than one (1) consecutive appointment. The Nominating Committee shall meet at the AAA office prior to the April Advisory Council meeting to prepare a slate of nominees. The Nominating Committee report shall be signed by each member and indicate the nominees to the offices of Chairperson, Vice-Chairperson, and Secretary. No member of the Nominating Committee shall be nominated nor accept a nomination to office during his/her tenure on said committee. The slate will be presented to the full Advisory Council at their April meeting. Additional nominations may be made from the floor at that time. This slate of candidates, comprised after the April meeting shall be mailed to all members of the Advisory Council one (1) week prior to the May Council meeting. The election shall take place at the May meeting at which time all nominees must either be present to affirm his or her consent to serve or have provided a written consent to serve. Nominations from the floor will again be considered. The nominees must also give verbal or written consent to serve. The Nominating Committee shall have the responsibility for arranging for a ballot, if necessary; and will tally the results and report these results to the Council. An individual receiving a plurality of votes for any office shall be deemed to have been elected. In the event of a tie vote, there shall be a second ballot on that particular office. If a second vote also ends in a tie, the office shall be filled by the toss of a coin. Elected officers shall begin their term after the June meeting.At a regular meeting held in May of each year, a Nominating Committee of five members (two from Kings County and three from Tulare County) shall be elected by the general membership for a term of one year. It shall be the duty of the committee to nominate candidates for the offices to be filled at the regular meeting in July. The Nominating Committee shall secure the consent of each nominee before announcing him/her as a candidate and shall report at the regular meeting in June. Nominations shall also be accepted from any member of the Council. The officers shall be elected by the Advisory Council to serve for one year or until their successors are elected. Election will be by voice vote. No member shall hold more than one office at any time and no member shall be eligible to serve more that two consecutive terms in the same office. Resignation of an officer shall be sent to the Council Chair who shall inform the Nominating Committee who shall proceed as outlined in Section 5 a. and b. above.OFFICERSThe Executive Committee of the COA shall be composed of the officers of the Council, i.e., President, Vice President, Secretary and the appointed chairs of the standing committees. Election of the officers shall take place at the regular COA meeting in May. Officers shall be seated in June. Each term of office shall be limited to one year. An officer shall serve no more than two consecutive terms, not including partial terms. If the office of President becomes vacant, the Vice President shall succeed to that office. Any other vacancies shall be filled by a vote of the COA members, for the remainder of the term. Executive committee meetings are open to the public.The officers of the Council shall consist of a Chairperson, Vice-Chairperson, and Secretary. They shall be elected at the May meeting. Each term of office shall be for one (1) year and officers may serve only two (2) consecutive terms in any one office. Should the office of Chairperson become vacant, the Vice-Chairperson shall succeed to that office. Any other vacancies occurring shall be filled by the Executive Committee for the remainder of the unexpired term.The Kings/Tulare Area Agency on Aging Advisory Council shall have the following officers: Chair Secretary Vice-Chair Parliamentarian (appointive)DUTIES OF OFFICERSMembers of the Executive Committee shall be responsible for orienting new COA members. Chair of the Executive Committee/President of the COA Preside at all meetings of the COA and of the Executive Committee; Call special meetings of the COA and the Executive Committee; Appoint Chairpersons for all Standing Committees (Each Standing Committee Chair will select his/her committee). Serve as an Ex Officio member of all Standing Committees; Vote only to break a tie vote of the COA. Work with AAA to prepare an agenda for each meeting, and for such other purposes as may be appropriate. Allow members of the public to speak on agenda items, at appropriate times, within time limits. Prepare an Annual Report that gives recommendations to improve the lives of older persons and other eligible persons, and a summary of activities for the previous year. The report shall be made available to the AAA, and insofar as resources permit, be available to all interested parties upon request. Appoint Nominating Committee (ad hoc) at February COA meeting. Vice-Chair Perform the duties and exercise the power of the President in his/her absence. Secretary Call roll of members of COA and keep attendance records. Keep accurate records of proceedings of all meetings, including motions and determinations, accept prepared reports of committees, and read all correspondence that is directed to the COA. Assure that Minutes of each COA meeting are distributed to COA, SAC and AAA staff. AAA Staff will be available for typing/distribution. Perform such other duties as assigned by the President. In the absence of both the President and the Vice President, the Secretary may call the meeting to Order, and the attending COA members may elect a Chair Pro Tem for that meeting. (Roberts Rules of order, Sec. 58) The duties of the Chairperson shall be to: Preside at all meetings of the Council and of the Executive Committee. Call special meetings of the Council and the Executive Committee when necessary. Serve as an ex-officio member of all committees except the Nominating Committee. See that all members of the public have the opportunity to speak on agenda items at the appropriate time. Perform all duties necessary or incidental to this office. Appoint a temporary Secretary in the event of the absence of the Secretary at any meeting of the Council. The duties of the Vice-Chairperson The Vice-Chairperson shall perform the duties and exercise the power of the Chairperson during the absence of the Chairperson. Serve as parliamentarian when necessary. The duties of the Secretary The Secretary shall assure that the minutes of each Council and Executive Committee meeting are kept. In the absence of the Chair and Vice-Chair, the Secretary shall perform the duties and exercise the power of the Chairperson during his/her absence. The Secretary will read all correspondence addressed to the Council at each meeting. In the absence of all of the officers at any Council meeting, the members present shall choose a presiding officer for that meeting. CHAIR The Chair shall: Preside at all meetings of the Advisory Council and Executive Committee; Inform the Governing Board of Advisory Council action and decisions; Represent the Advisory Council at functions of a ceremonial nature; when possible attend National, State and other area functions; Appoint members and Chair of all committees with the consent of the majority of those members present and voting at any regular general meetings. Serve as an ex-officio member of all committees, except the Nominating Committee; Perform other tasks as authorized from time to time by the Advisory Council; Visit senior groups in PSA; See that correspondence received is properly answered and filed; Distribute the correspondence with the minutes when appropriate. VICE-CHAIR The Vice-Chair shall: Perform the duties and exercise the power of the Chair during the absence of the Chair; Preside at the request of the Chair; Carry out other duties assigned by the Chair or Advisory Council. SECRETARY The Secretary shall have the responsibility for: Assuring that the minutes of each and all meetings of the Advisory Council are recorded and filed; Seeing that notices of meetings are properly sent; Monitoring Council attendance. PARLIAMENTARIAN The Parliamentarian shall be appointed by the Chair The Parliamentarian shall: Give advise to the Chair and other members when requested; Quietly call the attention of the Chair to any error in proceedings that may affect the rights of any member or fail to comply with the bylaws or the Governing Board directives; Review the by-laws by April of each year for changes that might need to be made and make recommendations regarding action necessary by the Advisory Council.COMMITTEESEx-Officio: The President of COA shall be an Ex Officio member of all Standing Committees All Standing Committees of the COA shall be composed of not less that three members each, serving for one year term; Chair of each COA committee shall be appointed by the COA President, from the COA membership. Committee Chair shall select his/her committee, which may include not more than three (3) non-COA persons. Committees shall represent both Lake and Mendocino counties, as equitably as possible. Standing Committees, with their respective duties, shall be as follows: Legislative: The legislative committee shall study legislative proposals of interest and concern, and make recommendations to the AAA for consideration and action. It shall also initiate direct action to concerned levels of government in the form of letter writing. The planning/Budgeting/Finance: The Planning/Budgeting/Finance Committee shall assist staff in the development of any phase relating to the Area Plan, and shall advise on all decisions thereto. The committee shall provide assistance to staff for the direct service and contracted service programs. The committee shall help develop the AAA budget, receive information from the AAA and program staff on expenditures, and advise on allocations of funds to existing or proposed projects. Health/Welfare: The Health and Welfare Committee shall assist staff in reviewing the health and welfare needs of seniors and dependent adults in Lake and Mendocino Counties. This committee shall make recommendations to COA for program development, advocacy and coordinating services. Transportation: This committee shall review the unmet needs for transportations of seniors and dependent adults, and advocate for transportation service. Membership: This committee shall receive applications for membership to COA, review qualifications and make recommendations on applications to the entire body. The membership committee will take the lead in soliciting applications from the community that strengthens the COAs ability to fulfill its goals and objectives. The membership committee will also be responsible for assuring compliance with COAs composition requirements in its By-Laws and Policies and Procedures. Rules: This committee shall be responsible for receiving, evaluating, formulating and making recommendations regarding changes, additions and deletions to COA By-Laws and Policies and Procedures for action by the full COA. Ad Hoc: Shall be created by the President as required and shall serve at the will of the President.The committees of the Council may be composed of Council members and volunteers, with the exception of the Executive Committee, Planning & Funding Committee, and Nominating Committee, which shall be composed of Council members only. Each Council member shall serve on at least one (1) committee. The membership of each committee shall select its own chairperson. No chairperson shall serve more than two(2) consecutive years as chairperson of any one (1) committee. The Chairperson of each committee must be an Advisory Council member. Volunteers may serve on Advisory Council committees (except the Executive Committee, Planning & Funding Committee, and the Nominating Committee). Appointments are for one-year terms. Meetings by the respective committees shall be held subject to the Chairpersons request to convene or upon request by a majority of the members provided written or oral notice is given to each member at least seventy-two (72) hours prior to the time of the meeting. The Council and its committees, when holding public meetings in the community, shall have as their objective to draw from the community people who have concerns in the fields being examined and invite them to participate in arriving at conclusions. All recommendations and/or reports of the committees shall be brought to the Council in writing through the chairperson of the committee or his/her designee. A committee constitutes a miniature assembly, being able to act only when a quorum (a majority of the members) is present. The Executive Committee shall consist of the Chairperson, Vice-Chairperson, Secretary, the chairpersons of standing committees, and the immediate past Chairperson. Additional Executive Committee members (representing other subcommittees or a designated are of expertise) may be elected by a two thirds vote of the AAA Advisory Council to serve for a Specific period of time. The Executive Committee develops agendas for regular and special meetings and reviews staff recommendations. The Committee makes recommendations to the Council, or if an emergency prevails, act upon such matters as are brought up for consideration by the Chairperson or by any members of the Committee. The Committee reports back to the Council on its actions at the next regular meeting of the Council. The Executive Committee provides oversight for all membership issues. Planning and Funding Committee: Develop with staff and recommend to the Advisory Council the Agencys Area Plan prior to its adoption by the Area Agency on Aging (Board of Supervisors). Review all submitted projects and proposed applications for grants and/or contracts from Area Agency on Aging funds to make recommendations thereon to the membership of the Council. Monitor and evaluate the implementation of the Area Plan objectives. Make recommendations to the Council relative to other projects and funding sources not included in the Area Plan. Legislative Committee The Legislative Committee studies and reviews legislative issues and concerns related to the well-being of older people in Sonoma County and makes appropriate recommendations to the Advisory Council. Nutrition Committee The Nutrition Committee studies and reviews issues and concerns related to the operation of the Nutrition Program and makes appropriate recommendations to the Advisory Council. By-Laws and Procedures Committee The By-Laws and Procedures Committee meets when necessary to review suggested amendments to the Council By-Laws or to develop changes in Council procedures. Long-Term Care Committee The Long-Term Care Committee studies and reviews issues and concerns related to a community-based long-term care service system in Sonoma County and makes appropriate recommendations to the Advisory Council. Special or Ad Hoc committees may be created for a limited time by the Council for the purpose of studying or working on any topic concerning the senior or disabled population. Reports and/or recommendations of all committees shall be made to the full Advisory Council. The Executive Committee shall consist of the elected officers, and the Planning, Advocacy and Nominating committee chairpersons, and the Parliamentarian. The Executive Committee shall have authority to act on matters in emergency situations and shall have the responsibility for meeting and conducting the business of the Advisory Council when deemed necessary by the chairperson. All actions taken by the Executive Committee shall be presented for ratification at the following Advisory Council meeting. The Executive Committee shall meet monthly, or on call, the time and place to be determined by the Chairperson. The Committee shall be subject to the provisions of the Brown Act. A quorum shall consist of a majority of the Executive Committee. Standing Committees All committees shall be chaired by a Member of the Advisory Council, with membership to include Advisory Council Members and representatives of concerned community interest. Planning and Development Committee shall have the responsibility of working with the Staff and Seniors in PSA in grant proposal, budget review, and needs assessment for programs including but not limited to: Nutrition, Transportation, Housing, Crime Prevention, Information and Referral, Adult Day Care, In-Home Services, Nursing Homes. Advocacy Committee shall represent the interests of older people, and comment on community policies, programs, or actions, which affect older persons and services to be delivered to them. These shall include, but not be limited to Legislation, News Media, and Education. Nominating Committee shall serve as a continuing committee as provided in Article III Section 5. Special Task Forces shall be appointed by the Chairperson as the Executive Committee or Advisory Council shall from time to time deem necessary to carry on the work of the Council. The Chairperson shall be exofficio member of all Committees except the Nominating Committee. CONFLICT OF INTERESTNeither a member nor an alternate shall cast a vote on any matter which has a direct bearing on the services to be provided by that member, or alternate, or by the entity which that member or alternate represents on the Council. If there is a question as to the existence of a conflict of interest, the President shall make a ruling whether or not a potential conflict does exist. When a member is deemed to have a conflict of interest, the member shall be allowed a limited discussion, but will refrain from voting on the matter under discussion.AMENDMENTS TO BY-LAWSNotice of any proposed amendment shall be delivered manually or by mail to each member and alternate at least ten (10) days prior to the meeting when the amendment is to be proposed and voted on. All amendments, i.e.: additions, deletions, alterations or substitutions shall be adopted after ten (10) days notice, by majority vote of the Council.Notice of any proposed amendment to these By-Laws shall be delivered personally or by mail to each member of the Council at least thirty (30) days in advance of the meeting at which time the amendment is to be considered. All amendments to the By-Laws may, after thirty (30) days notice, be adopted by the affirmative vote of two-thirds (2/3) of all members of the Advisory Council and with the approval of the Board of Supervisors.Amendments of the Bylaws shall be presented to the Advisory Council by the Parliamentary Task Force. Amendments of the Bylaws may be rquested by any member of the Advisory Council. The request to amend will be presented to the Parliamentary Task Force to review. After full review and approval, The Parliamentary Task Force will present the suggested amendment to the Advisory Committee at a regular meeting at which a quorum is present. At the next regular meeting of the Advisory Council, at which a quorum is present, a second reading of the suggested amendment will be presented by the Parliamentary Task Force for approval by the Advisory Council. An amendment requires a two-thirds vote of those present and voting. REIMBURSEMENT FOR MEMBERSMembers shall be reimbursed for out-of pocket expenses in performing functions relating to advocacy for older Americans within the limits of the budget of the Area Agency on Aging. 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