COMMENTS ON TWDC’S PROPOSED NEW BYLAWS AND ARTICLES OF INCORPORATION

Submitted by Claude Cornett on Thu, 11/05/2009 - 13:59.

 

POWER TO THE PEOPLE COMMENTS ON
TWDC’S PROPOSED NEW BYLAWS AND ARTICLES OF INCORPORATION
by Claude Lawrence Cornett Jr, Ronnie Baker, amd Robert Pinkerton
 
The new Articles of Incorporation proposed by TWDC delete the sections of the existing articles explicitly covering humanitarian programs that TWDC has provided, and they can be easily misused to displace poor Tremont residents.  Under the circumstances, the proposed articles of incorporation should be rejected; and the existing Articles of Incorporation should be retained.
 
The officially proposed TWDC bylaws 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 bylaws and articles of incorporation do not 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 alleged 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)
 
The Bylaws Committee opposed any requirement for democratic structure or insuring resident participation in block club agenda and decision making, allegedly, because it would interfere in their internal affairs.  However, the proposed bylaws do not prevent such intervention in other matters.  The proposed bylaws specify a 3-year Term limit on ex-officio board members across the board (including Block Clubs, for which the Board selects the ex-officio member and the Block Club can only recommend who it is), thus interfering in something that should be decided by the Block Club. 
 
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. 
 
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 that we are submitting for votes at the TWDC November 11, 2009 meeting 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. 
 
Sincerely,
 
Claude Lawrence Cornett Jr, Ronnie Baker, and Robert Pinkerton
( categories: )

by-laws meeting

How did the dinner, door prizes and by-laws meeting turn out last night? Were the alternate by-laws out in time to members for consideration?

DOOR PRIZES! what door

DOOR PRIZES! what door prizes?  The packets we received from Tremont West in the mail stated that "local businesses have donated gife cards as door prizes /give-a-ways throughout the evening.  MUST BE IN ATTENDANCE TO WIN A DOOR PRIZE,"  however, I was there before 6:00pm until well after the soggy sandwich and soup  meal and NO door prizes were given away.

I knew early on that the orchestrators of this fine event were planning on keeping members/attendees of this so called meeting just sitting there from 6:15 to at least 7:15 pm  without calling this meeting to order hoping that enough people would straggle in to make quorum.  This was absurd.  When you schedule a meeting and the meeting is to begin at a certain time, if there is no quorum, you cancel the meeting.  Tremont West claims to be regulated by Robert's Rules but we were kept waiting until about 7:45pm last night before they were ready to give it up.

Since I was aware of game they were planning to play, I was not going to be a part of the head count.  I ask when I went in the door if I got tired of waiting and chose to leave if I could withdraw my name from the sign in sheet and I was told no - I indicated that I did not wish to be counted until the meeting was called to order and quorum count was called - I received some smart answer that you must sign in in order to help make quorum - my reply, no I don't, I will sign in to vote once this meeting is called to order and quorum is called.  I would have happily signed in if they were planning on calling the meeting to order like any other business meeting but since this was not the case, I took my seat by the door and passed out literature  on why to "VOTE NO." 

Approximately one hour and thirty minutes later they announced that there were not enough people to call quorum and that the next meeting will have to take place in January.  The unofficial shortage I believe was 47-50.  According to my calculation had the meeting been called to order on time as it should have been, the shortage would have been approximately 75-100. 

Guy Templeton's alternatives did make it onto the ballot and during the so called question and answer session Larry Cornett attempted to question the process in which his did not make it due to the expense and TWDC's refusal to include his amendments in their mailings which would have met the deadline.

From my seat in the back of the church, I heard a lot of rumblings from the pews and from what I could pick up from  those seated near by they were not happy with what was going down.  I also had several people seated throughout the church to listen and pick up on the vibes and conversations and I truly do not believe that the by-laws would have passed if there had been a vote. 

The removal of the humanitarian services seemed to have struck a chord among many, especially the older people that have been around since the beginning of TWDC.

Sammy Catania's outburst and attacks on people have also made a huge impact on residents.  The attack on Larry Cornett back in the summer has really left a mark on TWDC and folks don't forget stuff like that- and I don't think he is seen as much of an asset for this organization anymore.  People talk and as much as Sammy tries to be a smooth talker, among the long-time residents, he's seen as nothing more than a broker for liquor license and nightclubs in Tremont these days.  Over the weekend, somebody ask me why would TWDC  be paying him to get more liquor establishments on Professor Avenue?  Is  that all they have to be wasting their money on with so many poor people needing help? 

What I also overheard in a crowd over the weekend was a conversation about the "development" aspect of the TWDC By-Law Proposals.  This came from a group of individuals who I thought actually supported the changes -but in listening to the conversation, they were going to "vote no" because they thought the new changes would give Tremont West insider leadership too much power to broker business and maybe even contracts to favored developers coming into the Tremont.  They also did not agree with the new proposed committee structures because it would also permit support and endorsement of favored businesses and disenfranchise others and residents in the community.  I saw those same individuals come through the door and sign in last night.

My take on the evenings events.  There was no vote due to not enough people showing up to cast ballots and all these people were unexcusably kept  waiting for a long period of time, maybe hoping to win a door prise as promised.  "MUST BE IN ATTENDANCE TO WIN A DOOR PRIZE."  I have my doubts that the new proposed changes would have passed even should the quorum call have been made.