Unfortunately, we cannot propose amendments to the TWDC proposed bylaws or articles of incorporation at their November 11 meeting.  We can only could have them considered at that meeting if we were to print and mail them to all 800 to 1000 TWDC members at our own expense in time for the members to receive them two weeks before the meeting.

 

I cannot afford the postage and printing cost; and, so far, nobody else I know can either.   Unless we can get the money somehow, the only option appears to vote TWDCs proposed bylaws and articles of incorporation down completely or hope they do not get quorum.

 

Sincerely

 

Larry Cornett

 

 

 

The proposed TWDC Articles of Incorporation can be easily misused to displace poor residents and say nothing explicitly about many of the programs that TWDC has provided and could provide to its residents and visitors. Under the circumstances, the existing Articles of Incorporation should be retained, despite their potential overlap with some of the programs offered by other entities.

 

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 a 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/ 

 

At the 9/29/09 TWDC Bylaws Committee meeting, 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 501C3 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 the because of their fiduciary responsibility

*        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, and leave full voting membership of other committees, 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 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 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 draft that these comments are on is at http://www.tremontwestdevelopment.com/code%20of%20regulations10-6-09.pdf

 

Text of the 10-6-09 draft is in an Arial Font

Sections of draft text that is to be replaced or that are commented on are in Italics

 

Section 1: Name.

The name of the corporation is Tremont West Development Corporation (TWDC).

 

 

a. Vote on the election and removal of directors;

b. Elect the President of TWDC;

*        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.  

 

d. Request appointment to committees;

 

*        Add items to committee and block club agendas (that TWDC provides fiscal support for),

*        Make proposals, and vote on proposals

 

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.

 

 

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.

 

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.

 

 

*        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.  

 

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.

 

 

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.

 

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

Section 1: Powers.

 

 

*        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)

*        TWDC’s 501C3 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

 

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.

 

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.

 

 

 

If more nominees than open director positions are presented for election, the nominees receiving the most votes shall fill the open positions.

 

 

 

 

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.

 

*        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.  

 

 

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.

 

 

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.

 

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.

 

 

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.

 

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. A exofficio 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

*        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

 

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 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.

 

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.

 

 

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

Section 8: Vacancies.

 

 

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 and Economic Development Committee.

 

*        Speak for itself, and to

*        Exercise such authority, functions, and duties as it sees fit outside of the authority and jurisdiction of the TWDC, with the exception of the Finance Committee. 

 

The officers of TWDC shall serve on the Executive Committee. A majority of the officers shall constitute a quorum. The Executive Board 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

 

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

 

 

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.

 

*        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.

*        Obtain and make available copies of permit application forms, and exemplary permit applications and permits for recreational activities in public parks Cleveland, 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 and Economic Development Committee shall be responsible for housing and economic development projects and programs including those identified in the Master and Strategic Plans.

 

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.

*        Speak for themselves, and to

*        Exercise such authority, functions, and duties as it sees fit and is able to exercise outside of the authority and jurisdiction of the TWDC.

*        TWDC’s 501C3 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

*        Provide appropriate advice to help prevent the above from happening

*        Help provide communication between the Board and all relevant TWDC committees 

 

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.

 

 

 

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.

 

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.

 

 

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.

 

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.

 

*        Not providing or withdrawing services or eligibility for membership and/or participation in TWDC or an associated committee or block club 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 or block club when seconded by at least one other member, unless the decision is made according to Roberts Rules of Order

*        Harassment: any physical or verbal abuse of a person because of his or her

­          Race, religion, age, gender, disability, any other legally protected status,

­          Organizational membership not in a financial conflict of interest concerning TWDC programs, or

­          Opinions and related activities protected under the United States Constitution 

­          Harassment in the workplace can further be clarified as any conduct that creates significant anguish to another person, with the intent to bother, scare or emotionally abuse him or her. Federal and state harassment laws provide further guidance on what does and does not constitute harassment for various situations. 

*        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