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 TWDCís 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 ďthe greater goodĒ 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 TWDCís 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 ineach committee to

o        Facilitate communication and coordination with the board and other committees,

o        Provide advice on TWDCís legal obligations,

o        Help assure that board concerns are heard, and to,

o        As a last resort, veto committee decisions if they violate TWDCís 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 TWDCís 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.

 

The new Articles of Incorporation proposed by TWDC delete sections of the existing articles explicitly covering humanitarian programs that TWDC has provided. Under the circumstances, the Proposed Articles of Incorporation should be rejected unless amended to:
* 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.

See http://www.tremonsters.com/TWDC%20Ballot.htm for a Ballot on the Power to the
People Amendments to Proposed TWDC Bylaws.

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PROPOSED POWER TO THE PEOPLE AMENDMENTS TO

TWDCíS 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).

Ignore the highlighted text below the article and section headings to read the original TWDC proposal. The portions of the original TWDC bylaws proposal that are to be replaced by the proposed amendments, or commented on, are in italics and not bold.

 

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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, andportions 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;

 

  1. Become Full Voting Members of 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 Robertís 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 ďbusinessĒ 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. ďAffiliated BusinessesĒ 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 TWDCís 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 memberís 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, andportions 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 memberís 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 memberís 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 Robertís 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, thelaw, 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 TWDCís legal obligations,

*        Help assure that board concerns are heard, and to,

*        As a last resort, veto committee decisions if they violate TWDCís 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:

*        TWDCís 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 directorsí 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.

 

Part B above is identical to the current bylaws.

 

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, andportions 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 corporationís 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 corporationís Membership Area, that

*        Have a mission and goals compatible to the corporation, and that

*        Operate democratically and by Robertís 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 Secretaryís 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 Secretaryís 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 membersí 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 Treasurerís transactions as Treasurer and of the financial condition of TWDC. At the conclusion of the Treasurerís term, all financial records shall be given to the Treasurerís 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 confidenceóbut 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.

 

The Nominating & Governance Committee shall consist of equal numbers of voting members and directors.

at least as many voting members as directors.

The Nominating & Governance Committee shall be responsible for recruiting qualified members to serve on the board of directors, collecting applications from qualified candidates to serve on the board of directors, assist with board member orientation and self-evaluation.

 

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 TWDCís 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 TWDCís 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 TWDCís 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 Robertís 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 Robertís 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 Robertís Rules of Order.

 

Article X. Conflict of Interest

 

All members of the board of directors and all employees of TWDC shall abide by the TWDCís Code of Ethics and Conflict of Interest Policy. The board of directors shall adopt and enforce the Corporationís 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 servicesor 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, ortheir race, religion, age, gender, disability, any other legally protected status

*        The use of housing inspectors to attempt to silence or drive out peopledue to their dissent from an alternative viewpoint, their making their concerns public, ortheir 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.