INTRODUCTION TO POWER TO THE PEOPLE
AMENDMENTS TO
PROPOSED TWDC BYLAWS AND ARTICLES OF
INCORPORATION
by Claude Lawrence Cornett Jr, Ronnie Baker, and Robert Pinkerton
(slightly revised on 12/15/09 before formal submission to TWDC for the 1/28/2010 vote)
The officially proposed TWDC bylaws (Code of Regulations) to be presented for a vote on Thursday, January 28, 2010 specify that its board will appoint all voting members of its committees, along with their chairpersons. This top-down structure:
* Does not protect the rights of residents to protect their neighborhoods and to fully participate in TWDC committees and associated decisions
* Tends to isolate the board from community concerns by turning its committees into rubber stamps
* Detracts from the legitimate role of committee chairpersons to moderate discussions and facilitate decision making in a fair and even-handed manner and to not use bureaucratic maneuverings to favor their pre-set agenda
* Diverts the attention of Board members serving on committees from their legitimate role assuring
o Good communication between the board and its committees
o That committee actions do not endanger TWDC’s legal status or fiduciary responsibilities.
A reason presented for the top down structure was to:
* Help enable the TWDC to sacrifice of the welfare of selected neighborhoods for what it perceives to be “the greater good” of Tremont.
* By appointing all committee members and their leadership, the TWDC Board can prevent neighborhoods from packing committees to prevent such actions.
Clearly, this deprives Tremont residents of the right to defend their homes and neighborhoods within the structure of TWDC, when targeted by the commercial and other interests that often dominate TWDC concerns.
Another reason given for the proposed top down structure was that IRS 501 c (3) audit program and State rules require this type of structure. However, members of the bylaws committee admitted that the current code of regulations and articles of incorporation do not actually violate these requirements.
Other reasons given for appointing all committee members include
* Protecting Board members because of their fiduciary responsibilities
* Preventing committees from going haywire and acting in a way that is not allowed by law or that violates TWDC’s interest in acting for the good of Tremont
These legitimate concerns can be addressed, without sacrificing the right of residents to fully participate in TWDC committees and chose their leadership, by having the TWDC Board
* Appoint all members of the Finance Committee and full members of the Executive Committee (other than the president), and leave full voting membership and the choice of the chairperson of other committees open to all Tremont residents who have participated often enough in such committees to qualify as voting members
* Appointing at least one person to attend and participate in each committee to
o Facilitate communication and coordination with the board and other committees,
o Provide advice on TWDC’s legal obligations,
o Help assure that board concerns are heard, and to,
o As a last resort, veto committee decisions if they violate TWDC’s legal or fiduciary responsibilities (with such decisions appealable to the Board, and on to independent arbitrators if necessary)
TThe proposed bylaws specify that the TWDC Board selects the ex-officio representatives of block clubs and do not contain procedures that encourage resident participation in block club agenda and decision-making.
The proposed bylaws do not include an enforceable bill of rights that would help protect the right of members to advocate and publish their observations and opinions without harassment or loss of voting rights or services that would otherwise be due to them.
The proposed bylaws do not contain procedures to help ensure that poor,
disabled and minority Tremont residents are adequately represented in the
TWDC Board.
Finally, the proposed bylaws do not provide the access to and oversight of TWDC’s business and financial records necessary to help assure that available funding is well managed and spent and that any mismanagement of same is discovered and prevented.
Under the circumstances, the officially proposed TWDC Bylaws should be rejected by the membership, unless amended to appropriately address these concerns. The power to the people amendments to their bylaws proposal are designed to assure that Tremont residents are the supreme power within TWDC and that .its board has the power needed, and only the power needed, to help facilitate coordination of related activities and to assure that TWDC fulfills its legal and fiduciary responsibilities.
* Restore the humanitarian programs that are in the current Articles of Incorporation,
* Add a diversity clause to the Articles of Incorporation requiring the TWDC
to have a minimum requirement for promoting diversity on its board,
* That Roberts Rules of Order Roberts apply and allow amendments to proposed
new bylaws to be proposed from the floor and voted on if seconded, along with
amendments to amendments, etc., and that
* The proposed amended bylaws are added to the Articles of Incorporation,
unless proposed bylaws are allowed to be fully discussed and amended from
the floor at this meeting.
People Amendments to Proposed TWDC Bylaws.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
TWDC’S PROPOSED
CODE OF REGULATIONS (BYLAWS)
by Claude Lawrence Cornett Jr, Ronnie Baker,
and Robert Pinkerton
The proposed code of regulations (bylaws) that these
amendments are on are at http://www.tremontwestdevelopment.com/code%20of%20regulations10-19-09%20_2_.pdf and are designed
to be, in so far as possible, applicable to any subsequent draft distributed
by TWDC.
Text of the proposal by Tremont West is in an Arial
Font.
Sections of the
Tremont West proposal that are to be replaced or that are commented on are in
Italics.
Proposed new text for the bylaws is in a
Bold Times New Roman Font.
Comments
are in bold Italic Times New Roman Font.
The proposed amendments to the proposed TWDC bylaws are presented one section of one article at a time and are to be discussed and voted upon one section of one article at a time, with the following exceptions, which should be voted on together:
* Article II, proposed Section 1 and Article II, proposed Section 4 which define confidential portions of meetings and confidential records respectively (along with Article IV Section 5, which is similar to Article II Section 1)
* Article IV, Section 1, Article VI Section 1, and Article VI Section 2 concerning the powers and duties of the board and committees
* Article V, Sections 1 and Article V, Section 2, which need to be consistent regarding the election of the President by the membership of TWDC at an annual meeting
Simply focus
on the highlighted text below the article and section headings below to see
the amendments that we are proposing (and
associated comments).
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Tremont West Development Corporation
Code of Regulations
Article I. The Corporation
Section 1: Name.
The name of the corporation is Tremont West
Development Corporation (TWDC).
Article II. Membership
Section 1: Voting Members
Voting
members of the corporation shall have the right to:
The membership is the
ultimate authority of TWDC. The powers of the general membership include the
right to:
a. Vote on the election and removal of directors;
b. Elect the President of TWDC;
c. Attend
board and committee meetings unless the board or committee determines that
confidentiality or another concern requires that the meeting be conducted
without their presence;
c.
Attend and record board and committee meetings except for those portions of
meetings during which one of the specific topics listed below is under discussion:
*
Personnel
matters,
*
Rumors,
*
Revelation
or discussion of portions of proposals submitted to TWDC that are designated as
by the organization making the proposal as confidential because they contain
legitimate business secrets, and
portions of minutes and records containing those business secrets. Those records shall be discoverable in
mediation or arbitration by professionals sworn to confidentiality concerning
such matters.
*
Consultation
with attorneys in matters subject to attorney-client privilege
d. Request
appointment to committees;
After attending
at least one third of the meetings in the last six months and one quarter
in the last year, residents have the right to be
voting members of all committees (except the Finance and Executive Committee)
and to:
*
Add items
to committee agendas,
*
Make proposals, and vote on proposals
through the use of Robert’s
Rules of Order or equivalent procedures.
Attendance requirements are designed to discourage packing of meetings
to serve special interests
e. Vote on amendments to this code of regulations and
the articles of incorporation; and,
f. Vote to dissolve the corporation.
Voting members shall also have such other rights as
provided in the Ohio Nonprofit Corporation Law and this Code of Regulations.
From the existing bylaws
g. Designate membership
goals;
h. Handle appeals from board
decisions;
i. Decisions on question
referred to membership;
Each voting member, whether an individual or a person
designated by a business, who attends a membership meeting in person shall have
the right to vote once each time a vote is taken. Except as set forth herein,
on any action requiring a vote of the members, a simple majority shall be
determinative.
Section 2: Eligibility for Membership.
Membership is granted, upon completion of a
membership card and verification that the applicant is:
A. A person eighteen (18) years of age or older, who
owns real property or resides in the Membership Area; or,
B. A business that is located in the Membership Area.
1. A “business” includes but is not limited to the
following legal entities: Nonprofit Corporation, Limited Liability Corporation,
Corporation, Partnership, and Sole Proprietorship.
2. A business that is eligible for membership is
required to designate one (1) representative to act as the voting member. An
individual designated as a voting member by a business is not eligible to be a voting
member as an individual who resides or owns real property in the Membership
Area.
3. Affiliated Businesses are eligible for only one
membership. “Affiliated Businesses” are businesses located in the Membership
Area that are under the control of the same person or entity. Control is
ownership of more than 50% of the business.
Paid employees of TWDC are not eligible to be voting
members.
Membership remains in effect until: 1) an individual
member changes his or her residence address or dies; 2) a business member
changes the location of its business or ceases operations.
Section 3: Membership Area
The Membership Area is the area bounded by Lorain Rd.
and the Cuyahoga River on the North and East; Denison Ave., Hwy. 176, Valentine
Ave. and Sackett Ct. on the South; W. 25th St. and Columbus Rd. on
the West.
Section 4:
Access to Records
Voting
members shall be entitled to the following records of TWDC, as provided in TWDC’s
Document Retention Policy: 1) minutes of board, membership and committee meetings;
and, 2) annual audit reports and completed 990 forms. TWDC may charge an administrative
fee for copying records in response to a member’s request.
All committees shall take and
record minutes and make them accessible to all members.
Voting
members and their legal agents shall be entitled to all TWDC records, including
those pertinent to the selection of TWDC contractors. The only exceptions are
*
Contact
information for general members (not on the board or committees),
*
Personnel
matters,
*
Rumors,
and
*
Those
portions of proposals submitted to TWDC that are designated as by the
organization making the proposal as confidential because they contain
legitimate business secrets, and
portions of minutes and records containing those business secrets. Those records shall be discoverable in
mediation or arbitration by professionals sworn to confidentiality concerning
such matters.
*
Consultation
with attorneys in matters subject to attorney-client privilege
TWDC may charge the actual cost of copying
records in response to a member’s request.
Article III. Meetings of Members
Section 1: Annual Meeting.
The annual meeting of TWDC will be held in the month
of May each year. The date, time, and location of the annual meeting (within
the Membership Area) shall be determined by the board. At the annual meeting,
the membership shall elect the directors as provided in Article IV, Sections 3
and 4 and the President as provided in Article V, Section 2. A business or person eligible for membership
must submit a membership card to TWDC by April 1st before they are permitted to
vote at the annual meeting.
In the
past membership was granted by simply stopping in at TWDC and filling out a
card; attending a block club, committee or other constituent group. These
procedures should be retained (re-numbered to fit into Section 1):
Section 1A: Defining Current
Membership
Upon approval of these
regulations, the TWDC membership roster will be updated in this way at least
every three years. Persons wishing to remain a member of TWDC must register by
the annual and bi-annual membership meetings. During the closed registration
period, a working number of the membership will be determined for all purposes
relating to the number required for establishing a quorum or signing a
petition, and used for the following year.
Section 1B: Application and
Acceptance of New Members
A person wishing to be a
member of TWDC must do the following:
a. Attend a meeting of TWDC
or sponsored group, committee, or club or come to the TWDC office,
b. Fill out a registration
card (registration of new members who would be eligible to vote at the annual
meeting is closed for a period of thirty (30) days prior to the date of the
annual meeting.)
Section 2: Member Meetings.
In addition to the annual meeting, the board of
directors of TWDC shall schedule at least one additional meeting of the members
every year. The date, time, and location of the meeting(s) shall be determined
by the board and shall be convenient to the membership.
Section 3: Special Meetings.
Special meetings of the membership to conduct
business may be called by the board of directors or by written petition signed
by seventy-five (75) members or 20% of the membership; whichever is greater. A
business or person eligible for membership must submit a membership application
to TWDC thirty (30) days before a special meeting and be proved as a voting member
before they are permitted to vote at that special meeting.
Section 4: Quorum.
All meetings
of the membership, whether Annual or Special, must have present a minimum of
one hundred twenty-five (125) members or 20% of the membership; whichever is
less, in order to conduct TWDC business. Once a quorum is established at a
meeting, TWDC business may be conducted even if voting members leave the
meeting.
All meetings of the membership, whether
Annual or Special, must have present a minimum of one hundred and forty (140)
members or 20% of the membership; whichever is greater, in order to conduct
TWDC business. Once Quorum is established, quorum must be kept in order for
TWDC to conduct business.
Section 5: Notice of Annual and Special Meetings.
Notice shall be mailed or delivered to each member,
at the member’s address, of each membership meeting. Notice of all meetings must be given no less than forty-five (45) days before
such meeting. Members requesting that an item be placed on the agenda for a
meeting must complete a new business form and provide it to TWDC thirty (30)
days in advance of the meeting. An agenda for the meeting shall be mailed to
the membership not less than fourteen (14) days before the meeting.
Notice
of all such meetings must be given no less than sixty (60) days before such
meeting. Members requesting that a new item be placed on the printed agenda
for these meetings must complete a new business form and provide it to TWDC
twenty-one (21) days in advance of the meeting. An agenda for the meeting
shall be mailed to the membership not less than fourteen (14) days before
the meeting.
Any
agenda item signed by 20 or more members shall be placed on the meeting agenda.
Furthermore, members have the right to make and second new proposals and
amendments to proposals at meetings, which shall be conducted democratically
and according to Robert’s Rules of Order.
Article IV: Board of Directors
Section 1: Powers.
Except where
the law, the articles of incorporation, or this code of regulations require otherwise,
all of the corporate powers, and the management of property, and affairs of the
Corporation shall be exercised by or under the direction of the board of
directors. Directors shall perform their duties in good faith, in a manner reasonably
believed to be in or not opposed to the best interests of TWDC, and with the
care that ordinarily prudent persons in like positions would use under similar
circumstances.
The New Draft of By-Laws gives Board of Directors
unlimited powers not governed by the membership.
The membership should be the ultimate authority within the TWDC. Therefore, we propose that
this section be changed to read:
The
membership is the ultimate authority within the TWDC. Decisions taken by a majority of members at a
membership meeting shall be binding on the Board of Directors. Members of the Board may also be impeached at
membership meetings. Except where the members, the law, the articles of incorporation, or this
code of regulations require otherwise, all of the corporate powers, and the
management of property, and financial affairs of the Corporation shall be
exercised by or under the direction of the board of directors.
The Board of Directors has the
power and duty to appoint at least one person to attend and participate in
each committee to:
*
Facilitate
communication and coordination with the board and other committees,
*
Provide
advice on TWDC’s legal obligations,
*
Help
assure that board concerns are heard, and to,
*
As a last resort, veto committee decisions
if they violate TWDC’s code of ethics or its legal or fiduciary responsibilities
(with such decisions appealable to the Board, and on to independent arbitrators
if necessary).
The Board and its designated
representative on each committee have the authority to veto committee decisions
and programs and to take over responsibility for the same if they demonstrably
violate:
*
TWDC’s 501
c(3) status,
*
Code of Ethics,
*
Requirements
for a democratic process under Roberts Rules of Order or equivalent (unless
specific alternatives are specified in the TWDC bylaws)
*
Articles
of incorporation, or
*
Requirements
associated with a grant for which the committee has taken responsibility for
its implementation
*
Any other
legal obligation of TWDC
However, not in other
matters.
The person or persons
appointed by the Board to a committee are expected to:
*
Provide
appropriate advice to help prevent the above from happening
*
Help
provide communication between the Board and all relevant TWDC committees
Directors
shall perform their duties in good faith, in a manner reasonably believed to be
in or not opposed to the best interests of Tremont Residents and the TWDC, and
with the care that ordinarily prudent persons in like positions would use under
similar circumstances.
Except as set forth herein, on any action before the
directors, a simple majority shall be determinative.
Section 2: Composition & Eligibility.
The board of directors shall have fifteen directors.
Any voting member shall be eligible to be nominated
to serve as a director except a voting member who has a household or immediate
family member serving on the board or employed by TWDC.
Section 3: Nomination & Election
Prior to the annual meeting, the Nominating Committee
shall accept applications for director and President positions and make those
applications available to the membership and the board. A member may also
nominate another member, who is eligible to serve on the board, at the annual
meeting. A member so nominated must have second member endorse the nomination
before being permitted to run for election as a director.
The Nominating Committee shall actively recruit minority, disabled/handicapped, and low-income members of the Tremont community with an objective that these populations are represented and that the proportions of active TWDC committee members and nominee/candidates reflect at least their proportions among the population. The goal is to promote diversity and equality of all residents and stakeholders in the Tremont neighborhood.
Any eligible Tremont resident
wishing to run for the Board of Directors must only submit a Bio and a second
for her or his nomination to be placed on the slate for election.
If more nominees than open director positions are presented
for election, the nominees receiving the most votes shall fill the open positions.
Section 4: Term
The members
shall elect no more than 15 Directors to staggered three-year terms so that no
more than 6 directors’ terms expire in any given year. A director may not serve
more than three (3) consecutive terms.
Three years is too long of a term, and does not
provide adequate representation of minority position or of the concerns of the
poor, minorities and disabled. Under the circumstances, the bylaws should be
changed to read as follows.
A. The President of the Board
shall be elected by the membership for a one year term at each annual meeting,
prior to the election of the seven at large members; any one person is limited
to five (5) consecutive terms as President of the Board of Trustees;
B. Seven (7) at-large trustees
shall be elected or appointed by the membership at each annual meeting, for
a term of two (2) years, and shall hold office until their replacements have
been elected.
Section 5: Meetings.
Meetings of the board of directors shall be held at
least eight (8) times per calendar year. The President shall give at least
seven (7) days notice to each board member and the membership of all meetings. Meetings of the board shall be open to
voting members, except when a personnel or confidential matter is being
discussed. Directors may attend by conference telephone or similar
communication equipment, so long as all persons present or participating in the
meeting can hear one another.
Meetings
of the Board shall be open to all voting members, who may attend and record
board and committee meetings except for those portions of meetings during which
one of the specific topics listed below is being discussed:
*
Personnel
matters,
*
Rumors,
*
Revelation
or discussion of portions of proposals submitted to TWDC that are designated as
by the organization making the proposal as confidential because they contain
legitimate business secrets, and
portions of minutes and records containing those business secrets. Those records shall be discoverable in
mediation or arbitration by professionals sworn to confidentiality concerning
such matters.
*
Consultation
with attorneys in matters subject to attorney-client privilege
Section 6: Action Without Meeting
Any action required or permitted to be taken by the
board of directors may be taken without a meeting if authorized in a writing
signed by all the directors. Signatures transmitted electronically, including
facsimile and email signatures, may be accepted. The written action shall be
filed with the secretary of TWDC and inserted by the secretary into the
permanent records relating to meetings of members. Such action by written
consent shall have the same force and effect as the unanimous vote of the
directors.
All voting members shall have access to all
pertinent records of such actions, the written portions of such, whenever
practical, shall be conducted on an e-mail list with a digest for which anyone
can access the records-except those portions that are confidential because of
the topics described in Article II. Such
confidential matters shall be conducted on a separate e-mail list.
Section 7: Quorum.
At all meetings of the board of directors, a majority of the directors in office
must be present throughout the entire meeting in order for the board to conduct
TWDC business.
a 2/3 majority
Section 8: Removal of Directors.
Any member
of the board may be removed by a vote of three-fourths of the board of directors
holding office at the time of the vote. A director facing removal shall have an opportunity
to make a presentation to the board before a final vote is taken.
Any
member of the Board of Directors may only removed by other board members for nonfeasance or malfeasance. Board members may not be removed because of their opinions, votes or their public
expression of their positions and concerns.
A vote of three-fourths of the board of directors holding office at the
time of the vote is required for such a decision.
Members of the Board may also be removed by a majority vote of members at a membership meeting. In this case, their opinions and/or votes can be adequate grounds for removal by a vote of members.
A
director facing removal shall have an opportunity to make a presentation to
the board or the general membership before a final vote is taken..
Section 9: Vacancies.
When a vacancy arises for a director, the vacancy
shall be filled by the board. The replacement shall serve until the next annual
meeting and may run for election at the next meeting to fill the remaining term
of the director being replaced.
Section 10: Ex-Officio Directors
The board of directors may elect one or more
ex-officio members to the board who are not entitled to vote or serve as an
officer of the corporation for a one year term. An ex-officio member may not serve more than three (3) consecutive
terms. Ex-officio members of the board may attend board meetings unless the
board determines that confidentiality or another concern requires that a board
meeting be conducted without their presence. Resident or merchant based clubs,
organizations or groups, operating within the corporation’s Membership Area,
and that have a mission and goals compatible to the corporation, may request
that a representative be appointed to serve as an ex-officio member of the
board.
Resident or merchant based clubs, block
clubs, organizations or groups, operating within the corporation’s Membership
Area, that
*
Have a
mission and goals compatible to the corporation, and that
*
Operate
democratically and by Robert’s Rules of Order or equivalent procedures that
assure the right of members to place items on meeting agendas and to vote upon
such matters
shall have the right to select the
representative (ex-officio officer) of their choice, who will sit at the table
of the Board of Directors.
Any TWDC
member shall be entitled to attend, record meetings and to publish their opinions
on meetings, except those portions that must remain confidential because of
the concerns itemized in Article II.
Article V. Officers
Section 1: Designation & Term.
The officers of TWDC shall be President, First Vice
President, Second Vice President, Secretary, and Treasurer. The officers shall
be members of the board of directors, and the Vice
Presidents, Secretary and Treasurer shall be elected
by the board of directors at the first meeting of the board after the annual
meeting. The term of each officer shall be until his or her replacement is
elected.
Section 2: President.
At the annual meeting, the membership shall elect a
director to serve as the President of the board. Only persons who have at least
one year experience as a director may be elected to serve as the President. The
President shall: 1) serve as chairperson of all meetings of the membership and
board; and, 2) have the duties and powers which the board of directors delegates
to the President. No director may serve as the President for more than two
consecutive terms.
Section 3: First Vice President.
The First Vice President shall perform the duties of
the President in the absence of the President, or in the event that the
President is unable to act. The First Vice President shall also perform all
other duties which the board of directors delegates.
Section 4: Second Vice President.
The Second Vice President shall perform the duties of
the President in the absence of the President and First Vice President, or in
the event that the President and First Vice President are unable to act. The
Second Vice President shall take the place of the Secretary and perform the Secretary’s
duties whenever the Secretary is absent or unable to act. The Second Vice
President shall also perform all other duties which the board of directors
delegates.
Section 5: Secretary.
The Secretary shall record or cause to be recorded
the minutes of actions taken at all meetings of the board of directors and of
the membership meetings, the reports of committees, and correspondence of the
board of directors. The Secretary shall also keep or cause to be kept, a record
containing the names, addresses, and beginning date of membership of all
persons who are members of the corporation. The Secretary shall present a
Secretary’s report at each Board and membership meeting. This report includes
notifying the board that a quorum is present, the minutes of the previous
meeting and monitoring board members’ attendance. The Secretary shall also
perform all other duties which the board of directors delegates.
Section 6: Treasurer.
The Treasurer shall audit and maintain, or cause to
be kept and maintained, full and accurate accounts of the property and business
transactions of TWDC, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings, and other matters
customarily included in financial statements. The Treasurer shall deposit or
cause to be deposited all moneys and other valuables in the name and to the
credit of TWDC with such depositories as may be designated by the board of
directors. The treasurer shall disburse or cause to be disbursed the funds of
TWDC as may be ordered by the board of directors, and shall render to the
President and board, whenever they request it, an account of all of the Treasurer’s
transactions as Treasurer and of the financial condition of TWDC. At the
conclusion of the Treasurer’s term, all financial records shall be given to the
Treasurer’s successor. The Treasurer shall also perform all other duties which
the board of directors delegates.
PROPOSED
Section
7: Ombudsman
The
Ombudsman shall receive and investigate complaints and, when possible, mediate
fair settlements, especially between aggrieved parties and TWDC, Block Clubs
and any Tremont West committee or contractor. The ombudsman roles are structured to function independently, by reporting to
the board of directors, and in accordance with the International Ombudsman Association (IOA) Standards of Practice (http://www.ombudsassociation.org/standards/).
According
to these standards, the individual is to be neutral and visibly outside
ordinary line and staff structures. The ombudsman will practice informally
(with no management decision-making power, and without accepting
"notice" for the organization). The organizational ombudsman
typically keeps no case records for his or her employer and keeps near absolute
confidentiality. The only exception is where there appears to be an imminent
risk of serious harm, and an ombudsman can see no responsible option other than
breaking confidence—but organizational ombudsman programs report that they can
almost always find "other responsible options", such as helping a
visitor to make an anonymous report about whatever appears to be the problem.
Section 8:
Vacancies.
The First Vice President shall succeed to a vacancy
in the office of President. A vacancy in any other office shall be filled by
the board of directors
Article VI. Committees
Section 1: Permanent Committees and Structures.
There shall be seven (7) permanent committees of
TWDC: 1) Executive Committee; 2) Nominating & Governance Committee; 3)
Finance Committee; 4) Development Committee; 5) Safety Committee; 6) Planning
Committee; and, 7) Housing/Economic Development Committee.
Each
committee shall be chaired by a director or ex officio member of the board of directors
and include voting members as well as two or more members of the board of
directors. Members of the Finance, Planning and Housing/ Economic Development
Committees shall be appointed by the board of directors. In addition to the
specifically stated responsibilities of each committee, each committee shall
also have such additional authority, functions and duties as may be delegated
to the Committee by the board. Voting members of TWDC may request appointment
to committees of TWDC.
This
centralizes too much power with the Board of Directors.
Each committee shall be chaired by person
selected democratically by the voting members of the committee, with the
exception of the Finance Committee (who shall be appointed by the board of
directors) and the Executive Committee
The Chair of Every
Committee shall moderate discussions and facilitate decision making in a fair
and even-handed manner.
In addition to the specifically stated
responsibilities of each committee, each committee shall also have such
additional authority, functions and duties within TWDC as may be delegated to
the Committee by the board or the general TWDC membership.
Furthermore, each committee shall operate
democratically by Roberts Rules of Order (or equivalent procedures) and shall
have the right to speak for itself.
The officers of TWDC shall serve on the Executive
Committee. A majority of the officers shall constitute a quorum. The Executive Committee shall be responsible
for setting the agenda for all board and member meetings and is authorized to
act on all matters that may require action in between regular meetings of the
board of directors. The Executive Committee shall also have such authority,
functions and duties as may be delegated to the Committee by the board.
The Executive Committee shall be
responsible for setting the agenda for all Executive Board meetings and is
authorized to act on all matters that may require action in between regular
meetings of the board of directors. The Executive Committee shall also have
such authority, functions and duties as may be delegated to the Committee by
the board or the general TWDC membership.
at least as many voting members as directors.
Candidates for the election as President
and at-large members of the Board of Directors shall be nominated as follows:
*
Prior to
each annual meeting, the Board of Trustees shall appoint a committee of members
of which no more than fifty percent (50%) of the committee are existing board
members. This committee shall prepare a list of nominees and submit this list
to the Board. This list will then be presented for election at the annual
meeting.
*
At the
annual meeting, additional nominations may be made by members. Each additional
nomination must have a second member to endorse it to be valid.
In
addition, an ombudsman shall be elected by majority vote at a membership
meeting. If the position is vacant
before the next membership meeting, the board of directors shall have the duty
of selecting an ombudsman. Any ombudsman must be neutral and visibly outside ordinary
line and staff structures
The Nominating and Governance Committee
shall provide ballots at general membership meetings that will include all
persons nominated and seconded for the specific positions up for election up to
seven days prior to the election (to allow for preparation and printing of the
ballots). The ballot shall also include
all proposals submitted for a vote under the rules of the Bylaws. To assure
that this shall not be construed to preclude nominations and proposals at the
time of election; blanks for candidates and for proposals submitted and
seconded at meetings shall be included in ballots.
The Finance Committee shall be responsible for
establishing financial policies and procedures for the organization, overseeing
the finances of TWDC as well as the annual audit and proposing annual budgets
for TWDC’s operations. The Finance Committee shall be chaired by the Treasurer.
The Development Committee shall be responsible for
planning events, fundraising, and education and outreach to the community about
TWDC’s mission and activities.
The Development Committee shall also be the
lead TWDC organization:
*
Regarding
the location, facilities and services associated with existing and new parks in
the area, working in cooperation with the Planning Committee, the Housing and
Economic Development Committee, Block Clubs and other organizations when
needed,
*
Providing
guidance and assistance to the Cleveland Division of Parks and Recreation and
other organizations in matters of mutual concern.
Furthermore, it shall:
*
Obtain
and make available copies of permit application forms, and exemplary permit
applications and permits for recreational activities in public parks in Tremont,
and
*
Encourage
both organized and appropriate ad-hoc utilization of those facilities that are
located in Tremont.
The Safety Committee shall be responsible for
developing and implementing programs designed to make the Tremont neighborhood
a safe place to work, live and visit.
The Planning Committee shall be responsible for
developing, monitoring progress and updating master plans for the Membership
Area as well as strategic plans for TWDC’s operations. A member of each
permanent committee shall serve on the Planning Committee.
The Housing/Economic Development Committee shall be
responsible for housing and economic development projects and programs
including those identified in the Master and Strategic Plans.
Section 2: Other Committees
The Board may provide for such other permanent or
special committees as it deems desirable. Each
such committee shall consist of at least two directors elected by the board
and, be chaired by a member of the board of directors. The Committee shall have
such powers and perform such duties or functions as may be delegated to it by
the Board. The Chair of each committee is appointed by the board.
This
centralizes too much power with the Board of Directors.
Each such committee shall include at least
one member elected by the board and be chaired by a person elected
democratically by the members of the committee, using Robert’s Rules of Order
or equivalent procedures. Committees shall have such powers and perform such
duties as the TWDC Board or the general membership may delegate to it.
Section 3: Function
All permanent or special committees shall keep and
submit records and accounts of their proceedings and transactions. A majority
of the members of a committee shall constitute a quorum. The act of a majority
of the committee members present at a committee meeting at which a quorum is
present is the act of the committee. Committee members may attend by conference
telephone or similar communication equipment, so long as all persons present or
participating in the meeting can hear one another. Any action by a board
committee shall be reported to the board at its next meeting after such action.
Section
4. Committee Meetings, Membership and Attendance:
All
committee meetings shall be publicized, whenever practical, and any member may
attend such meetings.
Section
5. Removal of Committee Members
Members
of committees may removed by other committee members only for cause (nonfeasance or malfeasance), and
may not remove a member
for reason of their opinions, votes or their public expression of their positions
and concerns.
Members
of committees may also be removed by a majority vote of members at a membership
meeting; and, in this case, their opinions and/or votes can be adequate grounds
for removal by a vote of members.
Article VII. Executive Director
The
Executive Committee shall select an Executive Director as the chief executive
officer of the corporation with the approval of the board of directors. The Executive Director shall be responsible for the
day-to-day operation of the Corporation, its business, programs and projects
according to the corporate policies and directions established by the board
of directors. The Executive Director
shall have sole authority to hire, supervise, and discharge all employees
in accordance with policies of TWDC.
The Executive Director shall have authority
to hire, supervise, and discharge all employees in accordance with policies
of TWDC. A vote to remove and replace an employee by the members at a membership
meeting shall also contain such authority.
Article VIII. Amendments
The code of regulations may be altered, amended, or
repealed in whole or in part by an affirmative vote of two thirds of the
members present at any annual or special meeting of the membership. Proposed
amendments to this code of regulations must be in writing and made available to
voting members a reasonable time, but not less than fourteen days, in advance
of the meeting at which they will be considered for adoption.
Article IX. Meeting Procedures
All annual or special meetings of the membership
shall have an agenda that will be followed at the meeting. To place an item on the agenda, a voting member must submit the issue to
the board no less than 30 days prior to the meeting.
To place an item on the draft agenda
distributed at an annual or special meeting, a voting member must submit the
issue to the board no less than 14 days prior to the meeting. Furthermore,
these meetings shall be conducted according to Robert’s Rules of Order,
including the right of members to place new items on the agenda and propose
amendments to proposed amendments for consideration and decision making (when
seconded)
When this code of regulations or the Ohio Revised
Code is silent, all TWDC Board, committee, and membership meetings shall be
governed by Robert’s Rules of Order.
Article X. Conflict of Interest
All members of the board of directors and all
employees of TWDC shall abide by the TWDC’s Code of Ethics and Conflict of
Interest Policy. The board of directors shall adopt and enforce the
Corporation’s Code of Ethics and Conflict of Interest Policy.
The code of ethics needs to be defined. To
do this, I suggest the addition of the following section:
Article
XI. Code of Ethics
The
following actions by TWDC and any TWDC committee are prohibited as misuse of
power:
*
Not
providing or withdrawing services or
eligibility for membership and/or participation in TWDC or an associated
committee that would otherwise be provided to someone due to their dissent from
an alternative viewpoint, their making their concerns public, or their race, religion, age, gender,
disability, any other legally protected status
*
The
use of housing inspectors to attempt to silence or drive out people due to their dissent from an alternative
viewpoint, their making their concerns public, or their race, religion, age, gender,
disability, any other legally protected status
*
Financial
conflict of interest concerning any expenditures by TWDC officials etc with
decision making powers over related expenditures
*
Not
allowing items introduced by members to be promptly entered into the agenda and
voted in any TWDC committee when seconded by at least one other member, unless
the decision is made according to Roberts Rules of Order
*
Harassment:
any physical abuse, verbal abuse, or other conduct that creates significant
anguish to another person, with the intent to bother, scare or emotionally
abuse him or her because of his or her
Race,
religion, age, gender, sexual orientation, disability, or any other legally
protected status,
Organizational
membership
Opinions
and related activities that are protected under the United States Constitution
Federal
and state harassment laws provide further guidance on what does and does not
constitute harassment for various situations.
Article
XII. Penalties
Unless
otherwise defined in the TWDC Code of Regulations, penalties for violation of the
Code of Ethics shall be as follows:
*
First
Occurrence: Letter of Reprimand
*
Second
Occurrence: Minimum of 90 day suspension
from any TWDC position and from TWDC fiscal and administrative support
*
Third
Occurrence: Termination from any TWDC
position and from TWDC fiscal and administrative support for a minimum of five
years
Any disciplinary actions are
subject to review and finalization by the TWDC Board, including determining the
duration of any disciplinary action.
Members of the Board who are actively involved with the matter under
depute are excluded from making such decisions.
In addition, disciplinary actions may be appealed to the voting members
of TWDC at membership meetings.
The Board has the power to
set up such mechanisms as it may find appropriate to accurately determine guilt
or innocence (such as a jury system, the use of professional arbitrators,
etc.) The Board also has the power, at
its discretion, to delegate its decision-making concerning disciplinary matters
to a suitable organization that is neutral regarding the issue at hand.
Article XIII. Applicability of Bylaws
These bylaws prohibit TWDC
from interfering in the internal affairs of Block Clubs except by withholding
its fiduciary and all other support if a block club:
** Does not operate in a democratic manner utilizing Robert's Rules of Order
or alternative procedures that provide residents in their designated area
with at least as much power to add items to the agenda of meetings, to vote
on such matters, and the supreme authority to determine its leadership and
operating procedures, or
* Fails to act in a manner consistent with the aforementioned Code of Ethics.
All revised bylaws go into effect six months after approval by the voting
members of TWDC.