TCAD Bylaws

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Article I: Name, Constituting Authority, and Function

Section 1         

This body shall be known as the Tennessee Commission on Aging and Disability, hereinafter referred to as the Commission.

Section 2         

This Commission is established pursuant to the requirements of Acts 1981, Public Chapter. 428, § 2; 1982, Public Chapter. 834, § 2; Tennessee Code Annotated, § 14-6-101; Acts 2001, Public Chapter. 397, § 2.  (Tennessee Code Annotated, Title 71, Chapter 2); the Older Americans Act of 1965, as amended by Public Law No: 109-365 (42 U.S.C. 3001); and 45 CFR, Section 1321.

Section 3         

It shall be the function of this Commission to plan, develop, and administer projects, programs, services, and state funds and federal funds designated for and relating to adults with disabilities and older adults in this state as provided in T.C.A., Title 71, Chapter 2; allocation of funds for such programs; serve as an advocate within government and in the community in this state; advise the governor and heads of state departments and agencies regarding the needs of and the programs for older adults and other adults with disabilities; and carry out other provisions of T.C.A., Title 71, Chapter 2.

Section 4         

The Commission shall review and approve the State Plan, and shall develop, approve and monitor the implementation of the Strategic Plan.

Article II: Meetings, Membership, and Procedure

Section 1        

Membership. The Commission shall consist of twenty-two (22) members who shall provide leadership in programs for older adults and other adults with disabilities in the state. Nineteen (19) members shall be appointed by the Governor, and the Speaker of the Senate and the Speaker of the House of Representatives each shall name one (1) legislator from such speaker’s respective house to serve on the Commission as provided in T.C.A., Title 71, Chapter 2.  At least one-half (1/2) of the membership shall be representative of the population served [T.C.A. 71-2-104(b)]. It is desirable that Commission membership reflects the geographic diversity of the state and include women and minorities at least in proportion to their presence in the state’s population

Section 2        

Meetings. This Commission shall conduct all its business meetings in public and shall meet at least quarterly on dates determined by the Commission.  Notice of Commission meetings shall be distributed electronically or by U.S. mail to all members at least one (1) week prior to such meetings.

Section 3        

Quorum. The majority of the voting members of the Commission, after due notice as specified in Article II, Section 2, shall constitute a quorum.

Section 4        

Rules. The rules contained in the latest edition of Robert’s Rules of Order shall apply in all meetings of the Commission to the extent that such rules are not in conflict with these bylaws.

Section 5        

Voting. Voting shall be by voice and shall not be recorded by “yeas” and “nays” unless requested by a member of the Commission. There will be no proxy votes for regular members. A single, designated proxy vote will be allowed for Commission members who are members of the Governor’s cabinet.

Article III: Officers

Section 1        

Officers. The officers of this Commission shall be the chair, one (1) vice-chair, and one (1) representative from each of the three (3) grand divisions of the state. 

Section 2        

Election of Officers. The Commission shall elect the chair, the vice-chair, and one (1) representative from each of the three (3) grand divisions of the state to serve for a period of two years at the regular Commission meeting held during the last quarter of the state fiscal year (April-June), or at such time as the Commission deems feasible. A nominating committee shall present a slate of officers to the Commission. Other nominations may be made from the floor.

Section 3        

Duties of Officers – ChairThe chair shall preside at all meetings of the Commission and shall have the authority to call and preside at any special meetings. The Chair shall name special and ad hoc committees as deemed necessary by the Commission, appoint members to the named committees, and name the committee Chair.

Section 4         

Duties of Officers – Vice-Chair. The vice-chair shall preside in the absence of the chair or in the event that the chair is unable to perform his/her duties.

Section 5        

Duties of Officers – Representatives of Grand Divisions. An elected representative from each grand division shall serve on the Executive Committee to conduct the business of the Commission as necessary or during emergencies. 

Article IV: Committees

Section 1        

Executive Committee. There shall be an Executive Committee consisting of the elected Commission officers, which shall act for the Commission between regular meetings, in emergencies, or as empowered to act by the Commission.  The Executive Committee shall report and be responsible to the Commission.

Audit Committee. This committee will provide input on fiscal issues and take action, as deemed necessary, as defined by the “State of Tennessee Audit Committee Act of 2005”, stated in the T.C.A., Title 4. The primary purpose of the Audit Committee is to assist the Commission in fulfilling its oversight responsibilities with respect to the financial reporting process, the system of internal controls and risk management, the external audit process and the standards of professional conduct. The Audit Committee’s responsibility is one of oversight, recognizing that the agency’s management is responsible for preparing the financial reports, is subject to the financial and accounting policies of the State of Tennessee, is accountable for implementing and monitoring internal controls and compliance with laws and regulations, and that the Comptroller of the Treasury is statutorily responsible for financial and compliance auditing.  Additionally, the agency’s management is responsible for complying with the U.S. Department of Health and Human Services, Administration on  Aging, Washington, D.C. The Commission shall elect the chair and members to the Audit Committee for a three-year term of office. A majority of the Audit Committee shall constitute a quorum.

Legislative Committee. This committee is responsible for reviewing all legislative matters, including legislation pending or proposed before the Tennessee General Assembly, that concern aging and disability issues. The committee is to provide input regarding such matters, including recommendations as to new agency legislation, to the full Commission.

Strategic Planning Committee. This committee is responsible for initiating a strategic plan on behalf of the Commission and, when finished, making sure that the plan is implemented and updated as necessary. The committee is also responsible for monitoring the agency on a routine basis to be sure that agency programs and the overall direction of the agency is consistent with the strategic plan.

Community Living Committee. This committee is responsible for monitoring, studying, and making recommendations to the Commission in regards to programs, educational efforts, and agency direction in regards to all matters regarding quality aging.

Section 2        

Other Committees. In addition to the committee named in Article IV, Section 1, the chair may name other special and ad hoc committees as deemed necessary by the Commission, including, but not limited to, those listed below:

Nominating Committee. This committee shall be named at the quarterly meeting preceding the meeting at which new officers are elected. The committee shall submit to the Commission nominations for Chair, Vice-chair, and one representative from each of the state’s three (3) grand divisions.

Bylaws Committee. This committee is responsible for drafting bylaws for the Commission’s approval and the bylaws may be reviewed and updated as necessary

Article V: Compensation

Section 1         

Members of the Commission shall not receive a salary or any other compensation, but may receive reimbursement for travel and other expenses incurred in the attendance of regular Commission meetings or meetings authorized by the Commission. Expenses other than to meetings specified above are unallowable unless authorized by vote of the Commission. All reimbursement of expenses shall be in accordance with the provisions of the State of Tennessee Comprehensive Travel Regulations.

ARTICLE VI: Staff

Section 1        

There shall be an Executive Director who shall be the chief administrative officer of the Commission and shall serve at the pleasure of the governor. The Executive Director shall be a full-time employee of the Commission and shall have the authority to conduct ordinary and necessary business in the name of the Commission, in accordance with the provisions of the legislative act (see Article 1, Section 2, above). This authority includes the approval of the operating procedures listed in the Program and Policy Manual.

Section 2        

The state agency staff shall provide support to the Commission in the conduct of all meetings and committee meetings by preparing and mailing agendas and other meeting information; taking minutes of Commission and committee meetings and mailing minutes to all Commission members; and preparing reports as requested by vote of the Commission. Mailing may be accomplished either electronically or by postal delivery.

Article VII: Authority

Section 1        

The authority of Commission members lies with the body as a whole.  No individual Commission member, or committee of the Commission has authority to make statements in the name of the Commission, request or direct state agency staff support, or take other actions in the name of the Commission without specific approval by vote of the Commission.  This in no way precludes the authority of Commission members to speak to other individuals and groups regarding activities, issues, and decisions of and by the Commission on Aging and Disability.

Article VIII: Amendments

Section 1        

These bylaws may be amended by a majority vote of Commission, following recommendations of the committee on bylaws.

ARTICLE IX: Adoption

Adopted by the Tennessee Commission on Aging and Disability.

Date Adopted: December 10, 2015                                                               

Signed by: Clint Lewis, Chair