By Laws

COASTAL BEND COUNCIL OF GOVERNMENTS

ADVISORY COUNCIL ON AGING (ACOA) BYLAWS

Last Approved Revision – 10/29/2026

ARTICLE I – NAME

The name of this council shall be the Coastal Bend Advisory Council on Aging (ACOA).

ARTICLE II - AUTHORITY

The creation and operation of the Coastal Bend Advisory Council on Aging, a committee of the Coastal Bend Council of Governments, is authorized by Resolution No. 234 of the CBCOG, adopted February 22, 1974, and by the Older Americans Act of 1965, as amended, including Section 306(a)(6)(D), together with applicable federal regulations governing area agency advisory councils.

ARTICLE III – PURPOSE

The purpose of this Council shall be to:

1. Promote the interests of people over the age of 60 and;

                                                                                                   

2. Advise the CBCOG’s Aging Services Department, Area Agency on Aging-Coastal Bend (AAACB), on the development and administration of the Area Plan; ensuring the Area Plan is available to older individuals, families, their caregivers, service providers, and the general public; conducting public hearings; representing the interests of older individuals and family caregivers; and to review and comment on local policies, programs, and actions that affect older individuals and family caregivers;

3. To cooperate with appropriate state, local, federal, private and public agencies; and such other agencies as may be deemed resourceful, in bringing prioritized needs and resources together through the coordinating and planning activities in the design of the Area Plan;

4. Review and comment on the implementation of the Area Plan for Programs on Aging after official acceptance by the CBCOG, and provide advisory recommendations to the AAACB regarding administration, coordination, and responsiveness of services under the Area Plan;

5. To perform review-and-comment functions, when such action is deemed necessary, on programs designed to provide services for persons aged 60 and over within the region and submit recommendations to the CBCOG Board of Directors for final action.

ARTICLE IV – DEFINITIONS

Area Plan on Aging: The Area Plan submitted by AAACB to the State agency for approval that describes how AAACB will develop, coordinate, and administer a comprehensive and coordinated community-based system of services for older individuals and family caregivers in the planning and service area, consistent with the Older Americans Act of 1965, as amended, federal regulations, state rules, and applicable HHSC requirements.

Attendance: All members are expected to attend all regular and special-called meetings. Absence from three (3) consecutive regular meetings without excuse or notification will require replacement or reinstatement by the ACOA.

Coastal Bend Advisory Council on Aging (ACOA):The advisory council established by the CBCOG AAACB to advise the AAACB on matters relating to the development and administration of the Area Plan and the operation of programs conducted under the Area Plan. The ACOA represents the interests of older individuals, family caregivers, service providers, and the public in the Coastal Bend planning and service area.

Consumers:  Those persons aged 60 and over, their families and caregivers, that are eligible for benefits as indicated in the Older Americans Act.

General Public:  Those persons of the total population of region 20, Coastal Bend "consumer or providers."

Service Providers:  Those persons who can be described as paid personnel of agencies and organizations who provide services to persons aged 60 and over.

Parliamentary Procedure: ACOA activities shall be governed by “Robert's Rules of Order".

Quorum: A quorum at any ACOA meeting will be ten (10) members. If less than a quorum of the ACOA is present at any meeting, a majority of the ACOA members present may adjourn the meeting. The act of a majority of the ACOA members voting at a meeting at which a quorum is present will be the act of the ACOA unless otherwise specified in these bylaws.

Voting: Each ACOA member shall have one vote whether the member represents an organization or serves as a private individual. An ACOA member must be present in person or participating by live video to vote.

ARTICLE V - MEMBERSHIP 

ACOA membership should be recommended by the ACOA and confirmed by the CBCOG Board of Directors. Membership shall be no less than fifteen (15) and no more than fifty (50) members. Member names shall be entered into AAACB records for official recognition. Membership shall be structured to comply with all applicable conflict-of-interest requirements and representation requirements under the Older Americans Act, federal regulations, state rules, and HHSC requirements.

Membership eligibility for the ACOA shall be open to interested private individuals, representatives of older individuals, family caregivers, representatives of service providers, representatives of health care provider organizations including veterans’ health care providers when appropriate, persons with leadership experience in the private and voluntary sectors, local elected officials, representatives of the general public, and representatives of other organizations serving the planning and service area, consistent with the Older Americans Act, federal regulations, state rules, and HHSC requirements.

The membership shall reflect the geographic, demographic, economic, and social diversity of the planning and service area. More than 50% of the advisory council shall be older individuals, including minority individuals who are participants or who are eligible to participate in programs under the Older Americans Act, with efforts to include individuals in greatest economic need and greatest social need, including low-income older individuals, older individuals with limited English proficiency, older individuals residing in rural areas, and other populations identified by applicable law, regulation, and state guidance.

The representative composition of the ACOA shall be reviewed annually by the ACOA and recommended changes will be made when necessary to the CBCOG Board of Directors for approval.

• Membership appointments shall be made for 4-year terms. Upon expiration of the first FOUR-year term, reappointment may be made for a subsequent FOUR-year period.

• Representatives of organizations, groups, or agencies to the ACOA shall be nominated by the participating agencies.

The ACOA Chair will appoint a Membership Committee to recommend nominees. Provider, general public, and consumer membership shall become effective when a proposed member receives a majority affirmative vote of the ACOA and is confirmed by the CBCOG Board of Directors.

Terms, Holdover, Reappointment, and Partial Terms Members shall serve four-year terms unless otherwise limited by applicable law, CBCOG policy, HHSC requirement, or action of the CBCOG Board of Directors. A member may be considered for reappointment upon expiration of a term. Unless otherwise directed by the CBCOG Board of Directors, a member whose term has expired may continue to serve until a successor is confirmed. A member appointed to fill a vacancy may serve the remainder of the unexpired term and may be considered for appointment to a subsequent full term.

Resignation, Removal, and Vacancies A member may resign by submitting written notice to the ACOA Chair or AAACB Director. A vacancy may occur by resignation, death, loss of eligibility, removal, failure to maintain required representation status, or other cause recognized by the ACOA or CBCOG Board of Directors. Members may be recommended for removal for cause, including failure to attend meetings as provided in these bylaws, conduct inconsistent with the purpose of the ACOA, conflict-of-interest concerns, or failure to comply with applicable law, HHSC requirements, or CBCOG policy. Vacancies shall be reviewed by the Membership Committee, which may recommend replacement nominees to the ACOA. Replacement members shall become effective upon majority affirmative vote of the ACOA and confirmation by the CBCOG Board of Directors.

ARTICLE VI – MEETINGS

The ACOA shall meet at least every other month and at such other times as the Chair deems necessary, or upon the written request of not less than five members of the ACOA. The date, place, and time of each meeting shall be determined by the Chair, and notice shall be provided in a manner consistent with applicable federal and state requirements, CBCOG policy, and any open-meeting requirements applicable to the Council. All meetings of the ACOA as a whole and its committees shall be open to the public. Actions requiring approval of the CBCOG Board of Directors shall be transmitted at least two weeks before the CBCOG meeting. The annual meeting shall be the first meeting held in the calendar year.

Public Notice, Agenda, and Public Comment Notice of ACOA meetings, meeting agendas, and opportunities for public comment shall be provided in a manner consistent with applicable law, HHSC requirements, and CBCOG policy. Public comment may be received at regular meetings in accordance with procedures established by CBCOG or AAACB to ensure orderly participation and appropriate documentation.

Accessibility and Accommodations the ACOA shall support accessible participation by members and the public. Requests for reasonable accommodations, auxiliary aids, language access assistance, or other participation support shall be handled consistently with applicable law, HHSC requirements, and CBCOG policy.

Remote Participation Members may participate by live video permitted by applicable law, HHSC requirements, and CBCOG policy. Participation by live video may count toward quorum and voting eligibility when the member can be seen and heard in real time and can participate in deliberation. Telephone-only participation may be allowed for discussion when approved by the Chair or AAACB staff but shall not count for voting unless permitted by applicable law and CBCOG policy.

Records and Minutes shall be prepared for each meeting of the ACOA and maintained as official records in accordance with CBCOG policy and applicable records retention requirements. Minutes shall reflect actions taken by the ACOA and shall be submitted for approval at a subsequent meeting. Approved minutes and related records shall be made available as required by applicable law and CBCOG procedures.

ARTICLE VII – OFFICERS

The Officers of the ACOA will be Chair, Vice Chair, and Secretary, nominated by the ACOA and confirmed by the CBCOG Board of Directors. The AAA shall provide staff support to the ACOA as deemed necessary. Officers shall serve terms for one year or until successors have been chosen. Consecutive terms not exceeding two years are permitted. The Director of the AAA, or the Director’s duly authorized representative, shall serve as an ex-officio member of the ACOA and shall attend all ACOA meetings. The election of officers will be held prior to the annual meeting of the ACOA.

 Officer Vacancies If an officer position becomes vacant by resignation, disqualification, removal, inability to serve, or any other cause, the ACOA may elect a successor from among its members for the unexpired term, subject to CBCOG confirmation. Until a successor is confirmed, the Vice Chair may perform the duties of the Chair, and the Chair may appoint a temporary officer or request AAACB staff support as needed to ensure continuity of ACOA business.

ARTICLE VIII - DUTIES OF OFFICERS

The Chair shall preside at all meetings of the ACOA and shall be authorized to act on behalf of the ACOA. It shall be the Chair’s duty to see that the transaction of all business is in accordance with the law, these bylaws, and Robert's Rules of Order. This officer shall be an ex-officio member of all standing committees and shall perform all duties of the office and such other duties as may be required by the ACOA. The Chair shall represent the ACOA in presentations to the CBCOG Board of Directors, unless such responsibility is delegated by the Chair.

The Vice-Chair shall perform all the duties of the Chair in case of that officer's absence or disability, and such other and further duties as may from time to time be required or requested of this officer by the ACOA. In case the Chair and Vice-Chair are absent or unable to perform duties, the ACOA may appoint a Chair- Pro Tempore.

The Secretary shall keep or supervise the keeping of the Minutes of all meetings of the ACOA in files and shall perform such other duties and future duties as may be required or requested of this office by the ACOA.

If the Chair position becomes vacant by reason of resignation, disqualification, or any other cause, the ACOA shall elect a successor for the unexpired term, subject to CBCOG confirmation.

ARTICLE IX - NOMINATING COMMITTEE

The Chair of the ACOA shall appoint a Nominating Committee of five members of the ACOA, with provider and consumer representatives. The Committee shall prepare a slate of officers selected from among the members of the ACOA. After asking for additional nominees from the floor, a slate of three officers shall then be elected by the ACOA, subject to CBCOG's confirmation.

ARTICLE X - STANDING, SPECIAL, AND OPERATING COMMITTEES

Special and Operating Committees may be appointed by the Chair or the ACOA as needed. The Chair of each committee shall be responsible to the ACOA Chair for performing assigned tasks. Consultants of Special and Operating Committees may be appointed from outside the ACOA to provide information on specific questions.

Standing Committees The ACOA may maintain standing committees, including but not limited to a Membership Committee and Nominating Committee, when needed to carry out recurring responsibilities. Standing committee members and chairs shall be appointed in accordance with these bylaws or by action of the ACOA Chair.

Committee Authority and Reporting Committees serve in an advisory capacity to the full ACOA and may not bind the ACOA, AAACB, or CBCOG. Committee recommendations shall be reported to the ACOA for discussion and action unless otherwise authorized by these bylaws, CBCOG policy, or the CBCOG Board of Directors.

Committee Dissolution Special or ad hoc committees shall conclude when their assigned work is complete unless extended by the ACOA Chair or by action of the ACOA. Committee records, reports, and recommendations shall be retained consistently with CBCOG policy.

ARTICLE XI- COMPENSATION

Members of the ACOA and members of Special and Operating Committees will receive no compensation for their services. However, if said members' institution, facility, agency, or organization does not grant mileage reimbursement to attend monthly ACOA meetings, the AAACB will offer said mileage reimbursement upon submission of a "Local Travel Expense Statement" as provided by the AAACB, which is subject to availability of grant funding.

ARTICLE XII - CONFLICT OF INTEREST AND ETHICS

A conflict of interest will occur if membership of the ACOA is used for purposes that are, or give the appearance of being, for private gain on the part of the individual member or for any institution, facility, agency, or organization represented by the member.

Whenever an ACOA member believes that a matter to be discussed or voted upon may involve an actual, potential, or apparent conflict of interest, the member must disclose the conflict before discussion or action on the matter and abstain from voting or otherwise participating in a manner prohibited by applicable law, regulation, policy, or HHSC requirement.

Ethics, Conduct, and Confidentiality Members shall conduct themselves in a manner that supports the purpose of the ACOA, respects the role of other members and the public, and maintains confidence in the advisory process. Members shall avoid misuse of their position, comply with applicable CBCOG policies, and maintain confidentiality when receiving information that is not public or that is protected by law, regulation, contract, or policy.

ARTICLE XIII - ADVISORY ROLE AND LIMITATION OF AUTHORITY

The ACOA serves in an advisory capacity to AAACB and CBCOG. The ACOA may review, discuss, and make recommendations regarding the Area Plan, programs, services, policies, and issues affecting older individuals and family caregivers in the planning and service area. The ACOA shall not independently authorize expenditures, contracts, employment actions, official CBCOG policy, or binding action unless such authority is expressly granted by the CBCOG Board of Directors or applicable law.

ARTICLE XIV - NON-DISCRIMINATION AND ACCESSIBILITY

The ACOA shall support inclusive participation and shall conduct its activities without discrimination on the basis of any status protected by applicable federal or state law. The ACOA shall support reasonable accommodations, and accessibility measures consistent with applicable law, HHSC requirements, and CBCOG policy.

ARTICLE XV - COMPLIANCE WITH LAW AND POLICY

These bylaws shall be interpreted and applied in a manner consistent with applicable federal law, state law, the Older Americans Act, federal regulations, HHSC requirements, CBCOG policies, and actions of the CBCOG Board of Directors. If a conflict exists between these bylaws and controlling law, regulation, contract requirement, HHSC guidance, or CBCOG policy, the controlling requirement shall govern.

ARTICLE XVI - SEVERABILITY

If any provision of these bylaws is determined to be invalid, unenforceable, or inconsistent with controlling law, regulation, requirement, or policy, that determination shall not affect the validity or enforceability of the remaining provisions, which shall continue in effect to the fullest extent permitted.

ARTICLE XVII- AMENDMENT PROCEDURES

These Bylaws may be amended in accordance with the following procedures: a proposed amendment passed by the ACOA by at least five members shall be delivered to the Secretary two weeks before the next regular meeting of the ACOA.

The Secretary shall thereafter forward to each member of the ACOA a copy of such proposed amendment, together with a notice that it will be the subject of action at the next regular meeting of the ACOA.

Such proposed amendment shall be presented at the next regular meeting of the ACOA and be considered as moved and seconded for adoption. The amendment shall be deemed adopted upon receiving the affirmative vote of two-thirds of the members of the ACOA present and shall become effective when approved by the CBCOG Board of Directors; provided, however, that no amendment shall be made to the membership composition requirements in Article V unless consistent with applicable federal or state law, regulation, or HHSC requirement.                

Periodic Review These bylaws shall be reviewed at least every three years, or more frequently if required by applicable law, HHSC guidance, CBCOG policy, program changes, or direction of the CBCOG Board of Directors. Recommended revisions shall be processed in accordance with the amendment procedures in this Article.

Amendments to these bylaws shall become effective upon approval by the CBCOG Board of Directors unless the approving action states a later effective date.

Duly adopted at a meeting of the Coastal Bend Council of Governments on the 27^th day of September. 1974 (Resolution #280).  Duly amended on the 7^th day of September. 1976, the 12^th day of March. 1979, the 23 ^rd. day of April. 1982, the 27^th day of January. 1984, the 25^th day of July. 1986, the 13^th day of

December 1991, the 31^st day of March 2006, the 30^th day of May 2008, and the 29^th day of October, 2026.