ARTICLE I
NAME:
The name by which this Corporation shall be known is Lane Independent Living Alliance (LILA).

ARTICLE II
LOCATION:
This Corporation shall maintain our registered office in the county of Lane, within the State of Oregon. The Board of Directors may at any time change the location of the registered office and the person(s) designated as registered agent of the Corporation. The Corporation may also have other offices at such places as the Board of Directors.

ARTICLE III
PURPOSE:
Statement Of Purpose:
This Corporation shall be organized and operated exclusively for charitable and educational purposes. Subject to the limitations stated within the Articles of Incorporation, the purposes of this Corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or it's corresponding future provisions) and Section 501(c)3 of the Internal Revenue Code of 1954 (or it's corresponding future provisions). This Corporation's primary provide independent living services to persons with disabilities; provide educational and training opportunities which enhance employment and independent living potential; to promote the rights and needs of persons with disabilities for full inclusion in all aspects of life through community education, advocacy, technical assistance and outreach; and to affiliate and/or cooperate with other organizations and government entities, to insurer equal access and full inclusion of persons with disabilities.

ARTICLE IV
AUTHORITY:
The Board of Directors of this Corporation shall retain the full authority and responsibility for setting all policy and shall conduct business and delegate duties as it sees fit.

ARTICLE V
OFFICERS:
Members And Duties:
The Officers of this Corporation shall consist of the President, Vice-President, Secretary and Treasurer whose duties shall be as follows:

Section 1. Officers:
The President shall be the principle executive officer of the Corporation and shall in general, supervise and oversee all the business affairs of the Corporation. He/she shall preside over all meetings of the Board of Directors and shall represent the Corporation in all instances wherein the Corporation has an interest. He/she shall prepare a full and true statement of the affairs of the Corporation annually, which shall be submitted to the Board at the end of each fiscal year. In general, he/she shall perform such other duties as, from time to time, may be assigned to him/her by the Board. The President may delegate to other Officers of the Corporation such duties as he/she sees fit without divesting his/or herself of ultimate responsibility and authority. He/she may from time to time, appoint such committees as he/she shall consider necessary to assist him/her in the business of the Corporation. At least one (1) member of the committee shall be a member of the Board of Directors at the discretion of the President and in agreement with the Board of Directors.

The Vice-President, in the absence, resignation or removal of the President, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

The Secretary shall be charged with the keeping of the complete and proper records of all business of the Corporation with the exception of the financial records.

The Treasurer shall be charged with the responsibility for the funds of the corporation. It shall be his/her duty to act as financial Officer of the Corporation, to oversee the deposit of all monies received in a bank or trust company designated by the Board of Directors, and to oversee the disbursement of funds subject to the regulations set forth by the Board of Directors. The Treasurer shall be charged with the submission of an annual financial report, and more often if so directed by the Board of Directors. It shall be his/her responsibility to personally assure the accuracy of each financial report prior to delivery of said report. The Treasurer may delegate the power of signing checks from the operating fund to the executive Officers and authorized persons for counter signatures with approval of the Board of Directors.

Section 2. Elections:
Approximately half of the Officers of the Corporation shall be elected annually by the members of the corporation, as nominated by the Nominating Committee. Elections shall be held in February of each year.

Section 3. Resignation:
Any officer of the corporation may resign by submitting a written resignation to the Secretary, which resignation shall become effective upon the date fixed therein without action. The Secretary may resign in the same manner aforesaid, by submitting his/her written resignation to the President.

Section 4. Removal:
Any Officer of the Organization may be removed by the Board of Directors, for failure to perform the duties of his/her office as prescribed by the Bylaws. The Officer must be given the proof for such action. The action must be submitted by the concerned member of the Board of Directors in writing to the Board of Directors ten (10) days prior to any regular meeting. The action must be approved by a two-thirds (2/3) vote of the Board of Directors to make the action official.

Section 5. Vacancies:
Any vacancies among Officers, excluding the office of President, shall be filled by appointment by the President, subject to the approval of the Board of Directors. In the event of a vacancy in the office of President , the Vice-President shall assume this office. Any persons or persons appointed to fill one or more vacancies in the offices of this corporation shall legally hold office until the next regular election or until their successors are duly elected and qualified, which ever shall occur first.

ARTICLE VI
BOARD OF DIRECTORS:
Section 1. Authority:
The Board of Directors shall be the sole governing body of the Corporation.

Section 2. Number:
There shall be not less than three (3) nor more than twelve (12) members of the Board of Directors of this Corporation.

Section 3. Composition:
At least fifty-one percent (51%) of the membership of this Board of Directors shall be persons with disabilities, as defined by Federal law.

Section 4. Elections:
Elections for members of the Board of Directors shall be held {\cf1 annually }in February. Nominations shall be presented to the Board of Directors by the Nominating Committee. A plurality of {\cf1 voting members } in favor of the candidate will constitute acceptance to the Board.

Board membership shall be staggered so that half of the sitting Board will be up for election annually.

Section 5. Tenure:
Elected members of the Board of Directors shall serve for a term of two years, beginning in February. No restriction shall be placed upon the number of terms a Board member may serve.

Section 6. Vacancies:
Vacancies on the Board of Directors shall be appointed by the current Board of Directors and the appointed member shall serve until the completion of the unexpired term.

Section 7. Meetings:
The Board of Directors shall hold at least one meeting each month and special meetings may be called at any reasonable time and place upon the call of the President or upon the call of any three (3) Directors. Notice and place of each special meeting shall be given by mail, telegram, telephone or personal delivery as far in advance as possible, in an accessible format of choice by recipient. All meetings of the Board of Directors shall be conducted according to the procedures outlined in "Robert's Rules of Order" and shall be subject to the Oregon Open Meeting Law.

Section 8. Meeting By Telephone:
Any regular or special meeting of the Board of Directors may be held by telephone with the same requirements for a quorum being in effect.

Section 9. Attendance:
Board members who fail to attend three (3) consecutive meetings may be removed by a vote of the Board.

Section 10. Removal:
Any Board member may be removed with or without cause, by a vote of two-thirds of the Board members. Any Board member who is under consideration for removal shall be notified in writing at least ten (10) calendar days prior to the meeting at which a vote is to be taken on the issue.

Section 11. Quorum And Voting:
A majority of Directors, presently in office, shall constitute a quorum for all purposes. The act of the majority of the entire Board of Directors at a meeting shall be the act of the Board of Directors. Proxy votes in writing shall be allowed, except that more than half of the total votes cast must be cast in person. Phone votes must be conducted by the President, with the Vice-President or a designated officer of the board being present.

Section 12. Conflict Of Interest:
No member of the Board of Directors shall have any economic interest in any activity in which the Corporation engages, except incidental reimbursement of actual expenses incurred for volunteer activities.

Section 13. Compensation:
No member of the Board of Directors shall be compensated for his/her services as Board member of the Corporation, but may be reimbursed for incidental actual expenses incurred related to the Organization.

Section 14. Employees:
Paid employees of the Corporation shall not be eligible to serve on the Board of Directors.

ARTICLE VII
COMMITTEES:
Section 1. Standing Committees:
The following shall be standing committees of the Board of Directors: the Executive Committee, Finance Committee, Programs Committee and Outreach Committee. All committees shall have job descriptions which outline membership and operation rules.

Section 2. Membership:
At least one (1) member of each committee shall serve on the Board of Directors.

Section 3. Committee Chair:
The Chairperson of any committee shall be a member of the voting Board. The Chairperson shall organize, schedule and preside over his/her appointed committee; the Chairperson or his/her designee shall report on the committee activities at each scheduled Board meeting.

Section 4. Executive Committee:
The President will designate an Executive Committee to assist with such administrative duties as the President shall determine. The appointment, tenure and services of the Executive Committee shall be reviewed and approved by the Board of Directors. The Committee shall consist of the present Officers of the corporation and two (2) at large members from the Board, and shall have the authority to act in the absence of the whole Board when time-lines demand immediate action.

Section 5. Other Committees:
The Board of Directors with the President may establish such other committees as it deems necessary and desirable. Such committees may exercise functions of the Board or may be advisory committees.

ARTICLE VIII
MEMBERSHIP
Section 1. Eligibility:
Individuals who are in support of the purposes of this Corporation as stated within Article II {\cf1 and have for a consecutive six (6) month period volunteered a minimum of eight (8) hours per month on projects or committees and have registered as members shall be eligible for General Membership in this Corporation.

Section 2. Rights And Privileges:
General Members shall have the rights and privileges of attending meetings, speaking from the floor, the making of motions, serving on committees and voting for the Board of Directors. Upon nomination by the Nominating Committee and election, General Members may hold office.

ARTICLE IX
RULES OF PROCEDURE
The rules contained in Robert's Rules of Order, Newly Revised, shall govern the actions of this Corporation in all instances to which they are applicable and in which they are not inconsistent with the Articles of Incorporation, Bylaws and standing rules of the Corporation.

ARTICLE X
INDEMNIFICATION
Section 1.
The corporation may indemnify any person who was or is a party or is threatened to be a party of any threat, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he/she is or was a director, officer, employee or agent of another corporation in which this Corporation at such time owned share of stock in which it was creditor, and their respective heirs, administrators, successors and assigns , against expenses (including attorney's fees), judgments, fines, and amounts paid in settlements actually and reasonably incurred by him/her in such action, suit or proceeding if he/she acted in good faith and in a manner or reason to be in the best interest of the Corporation, and with respect to any criminal action or proceeding at no reasonable cause to believe his/her conduct was unlawful.

Section 2.
To the extent the Director, Officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him/her in connection therewith. Such indemnification shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding or by the members of the Corporation.

Section 3.
Such indemnification shall be in addition to any other rights to which the indemnified person may be entitled under any law, bylaw, agreement, vote of stockholders or disinterested or otherwise.

Section 4.
The Corporation may purchase and maintain on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation as a director , officer, employee or agent of another corporation in which the Corporation at which time owned shares of stock which it was a creditor, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under applicable provision of law.

ARTICLE XI
FISCAL
Section 1. Fiscal Year:
The fiscal year shall begin on the first day of July and end on the last day of June of each year.

Section 2. Books And Records:
The Corporation shall keep correct and complete books and records of account at the registered office of the Corporation. All books and records of the Corporation, with prior application, may be inspected by anyone or his/her agent or attorney, for any proper purpose at any reasonable time.

Section 3. Bookkeeping Procedures:
The Corporation shall establish uniform bookkeeping procedures subject to the law and in accordance with generally accepted accounting principles for a non-profit organization.

Section 4. Budget:
Each Officer and Project Coordinator shall prepare and submit a budget to the Board of Directors three (3) weeks prior to each annual budget meeting. The annual budget must be approved by the Board of Directors.

Section 5. Appropriations:
The appropriation made for any fiscal year shall not exceed projected income.

Section 6. Expenditures:
All expenditures other than approved budgetary expenditures shall require approval by the Board of Directors. In the event of immediate need which is in the best interest of the Corporation, such Board approval may be obtained by a majority vote conducted by telephone.

ARTICLE XII
AMENDMENTS TO BYLAWS
These Bylaws shall be amended only upon advance written notice of a proposed amendment being given to the Secretary, at least fifteen (15) days prior to the business meeting at which the amendment shall be voted upon. The Bylaws shall only be amended by the Board of Directors upon a majority vote of those in attendance in person or by telephone, at any regular meeting or at a special meeting called for that purpose.

ARTICLE XIII
DISSOLUTION
Section 1. Dissolution:
This Corporation shall dissolve only upon a unanimous vote in favor of dissolution, which shall be cast by the Board of Directors at a meeting scheduled for that purpose.

Section 2. Disbursal Of Assets:
In the event of dissolution of this Corporation , all the business, assets and properties of the Corporation shall be distributed to other local non-profit organizations that assist persons with disabilities residing in Lane County Oregon, in such amounts as voted by the Board of Directors.

ARTICLE VI
BOARD OF DIRECTORS
Section 4. Elections:
Elections for members of the Board of Directors shall be held {\cf1 annually }in February. Nominations shall be presented to the Board of Directors by the Nominating Committee. {\cf1 A plurality of voting members } in favor of the candidate will constitute acceptance to the Board.

Board membership shall be staggered so that half of the sitting Board will be up for election annually.

Section 5. Tenure:
Elected members of the Board of Directors shall serve for a term of two years, beginning in February. No restriction shall be placed upon the number of terms a Board member may serve.

Section 14. Employees:
Paid employees of the Corporation shall not be eligible to serve on the Board of Directors.

ARTICLE IX
MEMBERSHIP
Section 1. Eligibility:
Individuals { or entities } { who are } in support of the purposes of this Corporation as stated within Article II and have for a consecutive six (6) month period volunteered a minimum of eight (8) hours per month on projects or committees and have registered as members }shall be eligible for General Membership in this Corporation.

Section 2. Rights And Privileges:
General Members shall have the rights and privileges of attending meetings, speaking from the floor, the making of motions and serving on committees and voting for the Board of Directors }. Upon nomination by the Nominating Committee and election, General Members may hold office. General Members shall not have the right to vote.

ARTICLE VIII
PROJECT COORDINATORS
This article has been removed from the by laws, subsequent articles are adjusted accordingly.

Lane Independent Living Alliance
PO Box 12106
Eugene, OR. 97440.

Oregon Department of Justice, Charitable Activities Section
Suite 410
Portland, OR 97201