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The Bylaws

July 18th, I read the hard copy of the bylaws given me to sign. I noticed a descrepency between that copy and the copy sent out by Nancy Young. Knowing what I know about the state plan, I got nervious of my potential liability. It was only a minor discrepency, but I did not know if it might ultimately be important. Also the copy I was given to sign had the wrong approval date. This was likely a typo, but this was an official governing document. Not knowing what to do...I contacted the Executive Committee and the Chair of the Bylaw Committee in the same e-mail outlining my specific concerns.

In this e-mail I requested the Chair of the Bylaw committee to send me the electronic version, so that the issues could be solved, but unfortunately she did not keep the electronic copy of the bylaws...and unfortunately she choose not to be helpful.

Meanwhile I sent this E-mail to council at large on the same day July 18th. The subject was ICOIL:bylaws and open door. The primary goal of this e-mail was to limit my liability with regards to the push to have closed meetings. I mentioned that I had concerns in an effort to keep the council completely and fully informed as I was required to do by the bylaws.


Dear Fellow Council members,

I have just finished proofing the copy of the bylaws I was given to sign by the bylaw committee and the Draft Copy of the bylaws that was sent out by Nancy on 6-8-06, and subsequently what we voted on. I have minor concerns that need to be addressed before I can sign the hard copy document, but I am working with the bylaw committee and executive committee to resolve these concerns and insure the document signed is in fact the document that was voted on.

During this process I paid particularly close attention to the instances in the bylaws that we are required to abide by that indicate we need to at minimum be following open door law for our committees and that we do actually have a policy for having the committees open to the public that we do need to follow outlined in the bylaws. (pulled out listed below to make it easier for you to reference the bylaws for yourself. I am still checking on the open door law and how it may apply to the council, but given the requirements of our bylaws I again ask that committee chairs to be sure to have their committees posted on the state website. For their sakes and mine.

Article III (powers) sect. 7 - (a power given to the council is) To declare, from time to time, upon majority vote of a quorum of members present at a duly held meeting, an executive session of the Council, pursuant to the Indiana Open Door Law.

Article III sect 9 - To conduct, manage, and control the affairs and business of the SILC and, while doing so, to make any decisions and engage in any acts which are not inconsistent with the law or these bylaws.

Article V meetings section 1 - place of meeting: Regular and special meetings of the SILC shall be held at any place within the State of Indiana as designated by the Council. All meeting facilities used by the Council shall comply with all accessibility requirements of the Americans with Disabilities Act of 1990 ( ADA ), and any amendments thereto, and shall be open to the public pursuant to the Indiana Open Door Law. Persons needing disability related accommodations must contact the liaison person at least 48 hours prior to ICOIL and ICOIL committee meetings of the ICOIL to ensure availability. The state liaison will schedule interpreters for all ICOIL and ICOIL committee meetings and will cancel those interpreters if no request is received 24 hours prior to a scheduled meeting.

Article V Sect 2 Special meetings and executive sessions of the SILC may be called for any purpose or purposes at any time by the Council Chair or, if the Chair is absent or unable or unwilling to act, by a majority of the members of the executive committee. All meetings shall be held in accordance with the requirements of the Indiana Open Door Law.

Article V sect 7 open meetings: All meetings of the SILC and its committees, except for executive meetings of the Council as set forth in IC 5-14-1.5-6-1, shall be open to the public.

Article V sect 8 (minutes): If minutes are maintained, they need only to reflect actions taken (note: does not say must only but only sets a minimum standard), shall be sent to all Council members and made available for public inspection upon request and shall be in accordance with the Indiana Open Door Law.

Article VI sect 9 secretary (part 4) Ensure that notice of all meetings of the SILC, both regular and special, are sent to all SILC members, as required by either the laws of the State of Indiana or these bylaws, and that notice is properly posted in accordance with the Indiana Open Door Law.

Article VII sect 6 executive committee (portions from bylaws) In an emergancy situation where a meeting of the entire council is not feasable in the reasonable judgement of the executive committee the committee may schedule a meeting to respond, but actions of the Exec committee must be reported to the council at the next meeting and executive committees need to be compliant with open door.

Thank you,
Ramona M. Harvey
ICOIL Secretary


To Which Carol Baker - The DSU - politely replies:

Ramona, does the fact that the Council already voted to approve them make your concerns a moot point? I believe the signature is a formality. I hope this helps clarify. Thanks, Carol


I realized there was some confusion and the whole point of my e-mail was lost because of a concern about my noting a I had concerns...so I tried to clear up the confusion with the following e-mail sent to the council in reply.

Carol,

Thank you for providing input.

Just to clarify there are two issues here. One is that the bylaws themselves seem to indicate we should be providing notice to individuals, and because the bylaws also name the secretary as responsible for making sure all governing laws are met (including the bylaws), that makes me, or anyone else in my position, particularly liable if someone where to have a question. So in that regard it behooves me to point out information for my own protection. That way at least if someone where to decide to question me, then I can at least say I did everything in my power to make sure all laws including approved bylaws were followed.

My concerns about signing the bylaws are a totally different matter all together which I am addressing with the executive committee and the chair of the bylaw committee and hope to have resolved soon. It had nothing to do with whether I agree with the bylaws (I am after all actually on the bylaw committee), or any position of the council. However, as secretary it is very clear that part my job to verify the accuracy of documents voted on by the council. As this is an official governing document for a council trying to turn over a new leaf, I have to be more cautious.


Pat Stewart provides her input in the following e-mail:

Ramona the executive committee can NOT address your issues unless they call a meeting that absolutely MUST be open to the public according to Open Door Law and must give the public adequate notice. I suggest you sign the by-laws because the council voted to pass them. You have no liablitiy, as Carol said signing is a foramality the exec. committee can do nothing.

Patricia A. Stewart, Director ATTIC


Admittedly frustrated by the whole situation. And this reaction to me trying to do the right thing. I sent the following reply:

Pat,

I have not forgotten what you told me about all committees needing to be open to the public, including executive committee meetings. When you met (and you helped me to figure out a little about what was going on and answered my questions) you seemed absolutely positive that this was true. And Everyone I spoke with and everything I read subsequent to our conversation seemed to collaborate your position.

So I figured - hey, Pat Stewart was right and I'm glad she is working for me, and the people. Committee meetings do need to be open to the public and the public does have a right to be notified. This is great, we are going to build this council up and be responsive to the needs of the people, and people in Indiana are going to be heard and the council and I am going to be a part of all that...and things in Indiana are going to change.

That is why I was confused by your position at the last meeting, which seemed very different from what you expressed when we met, and my confusion was increased when you would not second my motion for some interum guidelines for providing notice. Given that you admitted we have no policy. Without a second we could not really have a conversation about my concerns (many of which I addressed to the council by e-mail - mostly to protect myself).

I am not afraid or in any way opposed to having open meetings with adequate notice to the public. I am actually more afraid of the opposite....that is not having a checks and balance for the council and doing things that make it easier to go behind closed doors or to give a handful all the power. We have to move forward, and if things are going to change we have to start holding ourselves accountable for our actions even if it is painful.

The bylaws I was given appear different then what the council voted to approve, and I do not think I, as a single individual, ought to be able to determine if an omission from the bylaws voted on is minor enough to be ignored. (even if I happen to agree with the ommission...) Nor do I think that I should arbitrarily sign a document that says the bylaws were approved on a date that is before the date the council actually voted on them.

It is easy for you to say that I don't have anything to worry about it, but it is not your name going on the piece of paper. And for the record, I will gladly sign the bylaws the council voted to pass as soon as it is determined that those are the actual the bylaws I have been given to sign and the dates of approval are accurate.

Not trying to be difficult, just trying to protect myself and not really liking being pressured and or bullied into doing something that may come back to haunt me personally. (Expecially serving as an unpaid voluntary member of a council). If I make a mistake I would rather it be my own and not someone elses. As to what the executive committee can and cannot do, I am well aware of what the bylaws say.

My sadness is, I thought I knew what you would say.

But maybe you are right, maybe the bylaws should be added to the agenda of the next council meeting. Though I was hoping to be able to rectify these minor issues without having to do that. One way or the other there are concerns that need to be addressed and resolved. I would have thought though making sure the document was the same as what was voted on would be enough and council time could be used for more important matters.

Ramona Harvey


Pat Stewart Replied to my e-mail with a rather lengthy private e-mail (I still have). Part of which was critizing me for informing the council I had concerns and that I had contacted the Executive committee and the chair of the bylaw committee about. She accused me of going behind Teresa Mager's back, but I didn't. She was also sent the e-mail sent to that I sent to the Executive committee and had the opportunity to reply and help me solve the issue. Up to this point all the council at large knows comes from the e-mails above. Excerpts from Pat's e-mail

All committee meetings have been open to the public, but they do NOT have to be according to open door law and certainly Title 7 of the Rehab Act. The Exec. Committee MUST be open to the public and the Open Door Law Does apply. The reason is the Exec. Comm. it the ONLY committee who has the authority to ACT for the council, BUT only with the Councils permission. The Exec. Comm. can discuss nothing related to Council work without the knowledge and blessing of the Council. The only exception to it being a public mtg is discussion about personnel or strategies in a law suite. Committee mtgs do NOT have authority to ACT unless, like the Finance Comm at the last mtg, the Council gave them the authority to buy equipment. Thus, committee mtg, according to Open Door and Title 7, are not open to the public-- unless the Council developes a policy on how that will be done. Committee meetings do NOT fall under Open Door except Executive Committer meetings of ANY type including phone calls/conference calls. Every decision -- and I mean every-- must be made at a Council mtg. If it is easier to remember, think of a committee meeting (non-exec. comm) as a task force, they do the "scut work" to bring back to the council for the councils decison. Once the Council has voted-- that is the end of the issue. By-laws and policies/procedures are "living" documents; they can be revised one part at a time to reflect changes in federal/state laws (or most recently changes in administrations).

I don't mean to sound nasty and I will admit there is a whole lot to learn and be comfortable with. I suggest you read, reread, and keep rereading Open Door, Title 7 and Roberts Rules (that one goes for all of us). Remember "legal" writing is different-- every word is well chosen and often one needs to read more than one expects to really understand what is being said. Open Door is a good example of that-- when it mentions Committee in the same list as Board, Commission or Council-- the Committee it is refering to is one that IS a governing body in and of itself NOT a committee of a Board, Commission or Council

....You need to remember that ALL of us except Beth and Jodi are new to the council. NONE of us were responsible for the actions of an old council....

You signing anything that the Council agrees to DOES NOT make you more liable than the Council. So drop that argument -- it's not valid and by definition you MUST do, as secretary, what the Council approves or you are liable. You are not responsible for the By-laws or what is written-- the Council is. You as an officer of the council are a "servant" of the council-- you are not a member of the royal family. Even the Chair of the council has no authority over the will of the Council-- the Chair can only do what the Council tells them.

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