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Rest in Peace,
SECOND DRAFT COMMENTS ON PROPOSED TWDC BYLAWS by Claude Lawrence Cornett, Jr. and Robert Pinkerton
Submitted by Claude Cornett on Thu, 09/24/2009 - 13:04.
The draft that we commented on is at http://www.tremontwestdevelopment.com/code%20of%20regulations8-15-09%20_2_.pdf . We just added some sections to the previous comments after receiving, from several people, comments on the draft that Claude Cornett previously e-mailed.
We put additions to the previous comments that you may have seen in italics. As more people review the draft bylaws and the latest version of comments, we expect more people to improve and co-sign these comments.
We consider the most important sections of the proposed bylaws to be our proposed sections:
* Designed to insure that Tremont residents can fully participate in TWDC and Block Club meetings and have their concerns on agendas and voted upon.
* Addressing the misuse of power and associated procedures
We realize that some detailed procedures would take some time to implement. As a result, some detailed portions of our comments may fit best as additions and amendments to the TWDC Code of Regulations.
However, the bylaws should clearly require procedures that prevent misuse of power and that assure that:
* Its general membership is that ultimate authority within TWDC, and that
* Tremont Residents can fully participate in TWDC and block club committees and meetings, and get their concerns on pertinent agendas and voted upon in a timely manner.
Some of our concerns could also be addressed by adding a Bill of Rights to the bylaws.
We look forward to receiving your comments and suggestions. Lets work together to create bylaws that have widespread support and that improve community participation and involvement in TWDC and block Club decision-making.
COMMENTS ON PROPOSED TWDC BYLAWS
by Claude Lawrence Cornett, Jr. and Robert Pinkerton (9/24/2009 12:50 PM)
<< Article II. Membership
Section 1: Voting Members
Voting members of the corporation shall have the right to vote at meetings of the
corporate membership on the election and removal of directors, amendments to this Code of
Regulations and to dissolve the corporation along with such other rights as provided in the Ohio
Nonprofit Corporation Law and this Code of Regulations.
Each voting member, whether a person or an entity, 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.
“All residents shall have the right to attend and be members of any committees. They shall have full voting privileges in any TWDC committees for which they have attended at least three meetings during a previous year.”
Section 2: Eligibility for Membership
Membership is granted, upon completion of a membership application and acceptance by
the board of directors, to the following:
A. Any person eighteen (18) years of age or older, who owns real property or
resides in the Membership Area.
B. Any 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
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. Membership should not be at the discretion of the Board.
Section 4: Access to Records
Voting members shall be entitled to the following records of TWDC, as provided in
TWDC’s Document Retention Policy: 1) minutes of board, membership and committee
meetings; and, 2) annual audit reports and completed 990 forms. TWDC may charge an
administrative fee for copying records in response to a member’s request.
All committees shall take and record minutes and make them accessible to all members.
Voting members shall be entitled to all TWDC records, including those pertinent to the selection of TWDC contractors. The only exceptions are 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 4: Quorum.
All meetings of the membership, whether Annual or Special, must have present a
minimum of seventy-five (75) 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.
With an indicated 900plus members in TWDC, 75 is not a reasonable number for conducting business or makin decisions on the behalf of such a large organizational membership. Based on the way this reads, regardless, if they can pick up 75 people on the corner on the way to the meeting, TWDC business can be conducted. That is a very low number and what if I happen to be ill on the date of the annual meeting.The old by laws state "40 or 20% which ever is GREATER. The 40 number was chosen way back 40 years ago when TWDC probably only had 40 members. So, in order to conduct quorum, there needs to be a fair and equitable number representing the total membership.
The number should be more like 150 to 200 or 20% of the total membership whichever is GREATER. Furthermore, Once Quorum is established, quorum must be kept in order for TWDC to conduct business.
Section 5: Notice of Annual and Special Meetings.
Notice shall be mailed or delivered to each member, at the member’s address, of each
membership meeting. Notice of all meetings must be given no less than forty-five (45) days
before such meeting. Members requesting that an item be placed on the agenda for a meeting
must complete a new business form and provide it to TWDC thirty (30) days in advance of the
meeting. An agenda for the meeting shall be mailed to the membership not less than fourteen
(14) days before the meeting.
Either 60 days notice should be given or requests for items to be placed on the agenda should be provided to TWDC 21 days in advance of the meeting. The idea is to provide 30 days from the time that a meeting is announced for people to request that it be put on the agenda.
Furthermore, any agenda item signed by 20 or more members shall be placed on the meeting agenda.
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, I propose that this section be amended to include
“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 as set forth herein, on any action before the directors, a simple majority shall be
Consider the following, which would assure more widespread support of TWDC Board decisions:
“Except as set forth herein, on any action before the directors, a 2/3 majority shall be determinative.”
Section 3: Nomination & Election
Prior to the annual meeting, the Nominating Committee shall accept applications for
director 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.
Anyone wishing to run for the Board of Directors should only need to submit a Bio to be placed on the slate for election.
Section 4: Term
The members shall elect nor more than 15 Directors to staggered three-year terms so that
no more than 6 directors’ terms expire in any given year. A director may not serve more than
three (3) consecutive terms. (Issue: Need to check current terms to address)
Three years seems to be too long of a term. All Board Members should be elected for a term of 2 years based on the fact that a three yearr term would prevent a fair turnover in view of lack of representation, participation and/or biased support against the best interest of the community. Please ammend this to specify two-year terms and that at least seven members terms shall expire in any given year. (I haven’t taken the time to see if this is what is in the existing bylaws)
Section 5: Meetings.
Meetings of the board of directors shall be held at least four 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 Directors participating in the meeting can hear
Meetings should be held on a monthly basis.
The only confidential matters should be legitimate business secrets from organizations making proposals to TWDC and personal matters.
Concerning Telephone conference communication: All participants should be required to attend and be present when participating in meetings. If a Board or committee member cannot afford the time to attend the scheduled meetings, then allow a individual who is dedicated and focused enough to make that committment. The only time a telephone conference should be permitted is in case it is an absolute emergency or if full Internet video conferencing I used.
Section 8: Removal of Directors.
Any member of the board may be removed by a vote of two-thirds 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 cause (nonfeasance or misfeasance). Board members may not be removed because of their opinions, votes or their public expression of their positions and concerns. “Members of the Board 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.
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. Ex-officio members of the board
may attend board meetings unless the board determines that confidentiality or another concern
requires that a board meeting be conducted without their presence. Resident or merchant based
clubs, organizations or groups, operating within the corporation’s Membership Area, and that
have a mission and goals compatible to the corporation, may request that a representative be
appointed to serve as an ex-officio member of the board.
Any member should be entitled to attend and record meetings, except those portions that must remain confidential because they contain legitimate business secrets specifically designated as confidential by the person or organization making a business proposal.
All Block Clubs and Constituent groups should have the right to vote for the representative (ex-officio officer) of their choice to sit at the table of the Board of Trustees.
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 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.
This seems to put too much power into the hands of the Board. I prefer that the President and first Vice President be elected at a general membership meeting for one year terms. Also, if they are all appointed by the Board, perhaps a better term for them would be administrators.
The non-voting position of ombudsman should be added to the aforementioned positions. In accordance with the general duties and responsibilities of an ombudsman, this person shall not be a voting member of the board of directors.
Consider the possibility of having the ombudsman 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 should be neutral and visibly outside ordinary line and staff structures
PROPOSED SECTION 8: 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 an employer and keeps near absolute confidentiality. The only exception is where there appears to be an imminent risk of serious harm, and an ombudsman can see no responsible option other than breaking confidence—but organizational ombudsman programs report that they can almost always find "other responsible options", such as helping a visitor to make an anonymous report about whatever appears to be the problem.
Article VII. 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 and Economic Development
Committee. Each committee shall be chaired by a member of the board of directors and have at
least two members who are directors. Members of the Finance, Planning and Housing and
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.
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
shall also have such authority, functions and duties as may be delegated to the Committee by the
Add: “except when agenda items were added to an agenda or proposed for a vote by members according to the aforementioned procedures.”
Article VII. Committees
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. IMHO, the directors of the committees and the chair of the committee should be elected by the members of the committee when possible.
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 committee members
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.
Quorum: Quorum should and must be required at all meeting if business is to be conducted and/or votes are to be taken. A committee with only two individuals, i.e. the co-chairs and a non voting staff memver do not constitute quorum.
Concerning Telephone conference communication: All participants should be required to attend and be present when participating in meetings. If a Board or committee member cannot afford the time to attend the scheduled meetings, then allow a individual who is dedicated and focused enough to make that committment. The only time a telephone conference should be permitted in in case of an emergency or if full Internet video conferencing is used. This is not like a long distance traveling situation.
Concerning Committees, add:
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 for for cause (nonfeasance or misfeasance), 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 VIII. 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.
That appears to centralize too much power with the Executive Director, especially with certain minimum policies of TWDC not being specifically defined in the bylaws.
The Executive Director should be elected by the Board of Directors and under the direction of the Board of Directors.
The Executive Director should not be given a blank check for the day to day operations with out having to answer to anyone.
Rather than have sole power on hiring and firing, a vote to remove and replace an employee by the members at a membership meeting shall also contain such authority.
Article XIII. Conflict of Interest
All members of the board of directors and all employees of TWDC shall abide by the
TWDC’s Code of Ethics and Conflict of Interest Policy. The board of directors shall adopt and
enforce the Corporation’s Code of Ethics and Conflict of Interest Policy.
The code of ethics needs to be defined, extended to block clubs for which TWDC assists in any fiscal, financial or administrative manner, and appropriate enforcement procedures need to be defined. To do this, I suggest the addition of the following section:
Proposed Article XIV: Misuse of Power
The following actions by TWDC, any TWDC committee and by any block clubs supported in any way by TWDC are prohibited as misuse of power:
* 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 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
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 such decisions.
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.
Claude Lawrence Cornett, Jr. (AKA Larry Cornett)