The By-Laws of the Tremont West Development Corporation

Article I: Service Area

The Tremont West Development Corporation (TWDC) has been established to serve the Tremont area. For the purpose of TWDC, this area is bounded by the Cuyahoga River on the East, Industrial Flats/I-71/ Valentine Avenue on the South, West 25th Street on the West, and Train Avenue/Abbey/Railway Avenue on the North. All parts of this area shall receive equal consideration and representation.

Article II: Membership

Section 1: Eligibility

Full membership privileges are open to any person eighteen (18) years of age or older, who lives or works in the Tremont area, with the following exceptions:

A. TWDC salaried staff (full or part time) are non-voting members of TWDC and may not serve on the Board of Trustees

B. TWDC ancillary staff, i.e., those who perform contracted services for and are paid by TWDC, are voting members of TWDC; ancillary staff may not serve on the Board of Trustees

Section 2: 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 3: 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 4: Powers and Duties of Membership

The membership is the ultimate authority of TWDC. The powers of the general membership include the following:

A. Charter changes;
B. By-law changes;
C. Dissolution of the corporation;
D. Elect the President and at large board members;
E. Designate membership goals;
F. Handle appeals from board decisions;
G. Decisions on question referred to membership;

Article III Meeting of Members

Section 1: Time and Place of Meetings

Meetings of the membership shall be held bi-annually at a place convenient to the membership. The place should be decided by the Board of Trustees and be handicapped accessible.

Section 2: Annual Meeting

The annual meeting of TWDC will be held in the month of January. The date, time and location of the annual meeting shall be determined by the board and shall be convenient to the membership. At such meetings, goals for the next year will be established, an annual report will be presented, and the President and At Large Board members will be elected. The members may also conduct other such business of the corporation as may come before them.

Section 3: Special Meetings

Special meetings of the membership may by called by the Board of Trustees or written petition signed by forty (40) members or 20% of the membership, whichever is greater.

Section 4: Quorum

All meetings of the membership, whether annual, bi-annual, or special, must have present a minimum of twenty (20%) of the membership or forty (40) members, whichever is greater, in order to conduct TWDC business.

Section 5: Notice Of Meetings

Notice shall be mailed or delivered to each member, at the member's address, of each annual, bi-annual, or special meeting. The notice shall state the time, place, and purpose of the meeting. Notice of all meetings must be given no less than five (5) or more than fourteen (14) days before such meeting, unless abrogated by other sections of these by-laws.

Article IV: Board of Trustees

Section 1: Eligibility

A member of TWDC is eligible to serve as President of the Board, provided he/she has at least one year experience as a trustee.

Any member of TWDC is eligible to serve as an at-large trustee, with the following exceptions:

A. Full or part-time staff members are not eligible;
B. One person from any household and/or immediate family may serve on the board at any one time;
C. Ancillary staff members of TWDC are not eligible;
D. Candidate must be a current member of TWDC.

The Board of Trustees shall be composed of the following:

A. Five (5) officers of TWDC;
B. Ten (10) at large trustees;
C. Ex-officio representatives from TWDC Constituency groups with non-voting privileges.

Section 3: Powers and Duties of the Board of Trustees

The Board of Trustees shall have all of the powers and duties that are necessary to manage the interests of TWDC. In managing the interests, the Board may do any of the acts that do not violate these by-laws. The powers of the Board of Trustees shall include, but not be limited to the following:

A. Carry out the provisions of the by-laws and directives of the general membership.
B. Employ, evaluate and dismiss the executive director.
C. Set financial and organizational policies;
D. Monitor the organization's implementation of programs and expenditure of budgets;
E. Affiliate and/or formally co-operate with other organizations;
F. Decide and communicate opinions and positions for TWDC.

Section 4: Terms of Office and Elections

Offices shall be elected and held 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 two (2) 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: Nominations of the President and At-Large Members

Candidates for the election as President and at-large members of the Board of Trustees shall be nominated as follows:

A. 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.

B. 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.

Section 6: Removal of Trustees

Any trustee can be removed for three (3) unexcused absences from regular board meetings, subject to a majority vote of the Board. Such a trustee will have an opportunity to make a presentation to the Board before a final vote is taken.

Section 7: Vacancies (What the Board used to appoint)

When a vacancy arises for either an officer or a trustee, the vacancy shall be filled by the Board. The previous slate of candidates will be taken into consideration for filling that vacancy. Constituent group vacancies shall be filled by the constituent group.

Section 8: Meetings

Regular meetings of the Board of Trustees shall be held at least monthly. The President shall give at least three (3) days notices to each board member of all regular or special meetings. A written notice of all meetings shall be posted within fourteen (14) days of the meeting at the same location. All meetings of the Board of TWDC committees, including the Executive Board, shall be open to all members, except when a personnel or confidential matter is being discussed.

The annual orientation of new trustees will be held within thirty (30) days of their election by membership. The scheduling of a Trustee Retreat will be at the discretion of the Board of Trustees.

Section 9: Quorum

At all meetings of the Board of Trustees, a minimum of eight (8) trustees must be present throughout the entire meeting in order for the Board to conduct TWDC business.

Article V: Officers

Section 1: Designation

The officers of TWDC shall be President, 1st Vice President, 2nd Vice President, Secretary, and Treasurer. The President shall be elected by the membership; the remaining four (4) officers shall be elected by the Board of Trustees.

Section 2: President

The President shall:
A. Serve as chairperson of all meetings of the membership and all board meetings;
B. Have all the general power and duties which are usually held by the president of a corporation.
C. Participate as needed in annual audit of organization.

Section 3: 1st Vice President

The 1st Vice President shall take the place of the President and perform the President's duties whenever the President is absent or unable to act.

Section 4: 2nd Vice President

The 2nd Vice President shall

A: Take the place of the President and perform the President's duties whenever the President and 1st Vice President are absent or unable to act;

B: Take the place of the Secretary and perform the Secretary's duties whenever the Secretary is absent or unable to act.

Section 5: Secretary

The Secretary shall:

A: Keep all minutes of all meetings of the Board of Trustees and of the membership meetings.

B: Make minutes of all meetings available for members to inspect with copies on hand at TWDC Offices.

C. 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.

D. Shall maintain a current membership list which will be on file at TWDC Offices.

Section 6: Treasurer

The Treasurer shall:

A. Inspect the keeping and depositing of TWDC funds monthly;
B. Verify the accuracy and the time lines of all financial records and books monthly;
C. Receive and present to the Board any formal written request (including the purpose) from a member to review the books and records.
D. Report to the membership and/or Board on the financial condition of the corporation monthly.
E. Inspect periodically the safe keeping of titles and legal instruments pertinent to the corporation's legal assets.
F. To participate as needed in annual audit of organization.
G. Insure that all financial and governmental entities will have reports filed by their due dates.

Article VI: Committees

Section 1: Permanent Committees and Structures

There shall be six (6) permanent committees of TWDC: The Executive Board, Housing, Finance, Long Range Planning, Fund Raising and Marketing and Economic Development Committees. All committees are open to membership except when personnel and confidential matters are discussed. All committees shall report regularly to the Board of Trustees.

Section 2: Executive Board

The Executive Board shall be made up of five officers of the corporation: President, 1st Vice President, 2nd Vice President, Secretary, and Treasurer. A quorum of three (3) present is necessary for Executive Board to conduct business.

It shall be responsible for:

A. Setting an agenda for the Board Meetings
B. Maintaining communication with the Director between Board meetings
C. Assuming functions designated by the Board of Trustees

In the absence of an executive board between the Annual meeting and the February board of trustees meeting, the existing executive committee from the previous Board of Trustees will have the full responsibilities of overseeing the organization until the new executive board is elected by the Board of Trustees. Any appeal process, by employee and/or executive director, will be conducted as stated by the personnel policy by the said executive board. All reports during this interim period will be given at the February Board meeting.

Section 3: Housing Committee

The Housing Committee shall be responsible for:

Recommending policy to the Board as it relates to Housing issues. In addition, the committee shall address:

A. Preserving existing physical structures
B. Turning vacant/abandoned lots into neighborhood assets.
C. Overseeing housing programs of the organization.

Section 4: Long Range Planning

Long Range Planning committee shall be responsible for:

A. Developing a plan for the short and long term for TWDC to commensurate with the community's perceived needs.

Section 5: Fund Raising and Marketing Committee

Fund Raising and Marketing shall be responsible for:

A. To Strategize with the means of procuring additional unrestricted funds for TWDC.
B. To meet with the Director and/or staff for input to achieve these goals.

Section 6: Economic Development Committee

The Economic Development Committee shall be responsible for:

A. Strategize around projects dealing with economic development
B. Provide oversight to Director and staff on projects.

Section 7: Finance Committee

The Finance Committee shall be responsible for

A. Creation of annual budgets with Executive Director and Treasurer

Article VII: Constituent Groups

A constituent group is defined as a resident or merchant based club, organization or group, operating in accordance with TWDC's mission and goals, democratically, and within the service area of TWDC. Constituent groups are a component of and a valuable resource for TWDC and TWDC shall provide staff and office facilities to the extent possible. A constituent group representative will be recognized as an ex-officio representative of the board.

Article VIII: Appeals from Board Decisions

At the following Membership meeting, the members may veto or reverse any act of the Board of Trustees. To veto or reverse any act there must be a two thirds (2/3) vote of all members.

Article IX: Amendments

The by-laws may be altered, amended or repealed in whole or in any part by an affirmative vote of two-thirds (2/3) of the TWDC membership at any regular or special meeting of the membership. However, notice of the proposed change in the by-laws must be contained in the notice of the meeting in order for it to be voted on. Notice of such changes or amendments will be given at least two (2) weeks prior to the meeting in which the proposed amendment is to be voted on.

Article X Equal Opportunity Employer

The TWDC Organization is an equal opportunity employer. TWDC is fully committed to assuring equal opportunity and equal consideration to all potential applicants without regard to race, color, religion, creed, sex national origin, ancestry, sexual or affectional preference, physical impairment, or Vietnam era or disabled veteran status. Moreover, the organization has adopted an affirmative action policy call for aggressive recruitment of minorities and women for all positions.

Article XI Meeting Procedures

All TWDC Board, committee, and membership meetings shall be governed by Robert's Rules of Order when these by-laws do not cover it.

Article XII - Conflict of Interest

At all points of business conducted by Tremont West Development Corporation, the organization will issue a competitive process to include at least three choices for the Board of Trustees and/or Staff to choose from.

In the event that a Trustee and/or Staff is in direct relation (marital, co-habitation, blood relative, business) with a potential contractor, the effected Trustee and/or Staff will remove themselves from any voting or decision making process.

If Tremont West Development Corporation does enter into a contractual agreement with a Trustee, the Board of Trustees will ask that Trustee to remove themselves from all discussions regarding the contract, budget, and any negotiations related to the agreement.

 ______________________________________________________

What you must ask yourself is to define Election Vs. Vacancy? And the power and rights of the general membership?

_________________________________________________________

Ohio Revised Code for Non-Profit Organizations

1702.29 Removal of directors and filling vacancies.