Submitted by Norm Roulet on Sat, 02/07/2009 - 09:50.
I watched the Amish crew come in each day and work on these houses, two years ago... as other crews tore down historic mixed use buildings down the street for the VA expansion... they may as well have torn all these down too... who wants to live across from a high rise garage and home for troubled Veterans... I wonder if any sold, at like $350,000 each
You can review the SII plan that was approved by the membership in 2007. Again this was approved in large part by the newer affluent residents that are tax abated in Tremont. The below link is to the TWDC website. Please click on all the pdf documents related to the SII plan.
Submitted by Norm Roulet on Sat, 02/07/2009 - 16:05.
I found a block club map up there (and lots of planning fluff) - why don't each of the block clubs appoint members to TWDC or form a new one - 10 block clubs spread evenly across the neighborhood offers good diversity and representation.
Submitted by Henry Senyak on Sat, 02/07/2009 - 18:54.
Jeff,
Technically their are only five new Trustees, 2 resigned and then were re-appointed. I will try to break down the 15 without names or addresses.
I must point out that it is the right of the general membership to elect new Trustees. These seven were appointed or re-appointed by the outgoing 2008 Board of Trustees.
12 Trustees live in Ward 13. -- 3 Trustees live in Ward 14
Submitted by Henry Senyak on Sat, 02/07/2009 - 17:04.
Hi Norm,
The trouble is most of the block clubs average 10 to 15 people that attend on a regular basis except one (North of literary), that’s where all the new housing is located.
What we have now is most of the long time residents will not attend block clubs, they will not take on TWDC. They are afraid and get intimidated by the way things happen to the leaders that speak out.
I live in the Light Green colored area. The Lincoln Heights / Scranton Starkweather Block Club. I am currently its Secretary. prior to that I was a Chair, and Co-Chair for the four years before my current office. My Neighborhood is about 45% Hispanic. They will not engage. I have beat me head into the ground for years trying to rally the community.
I will tell you as soon as they start implementing the next SII Model Block area it will encompass this area. I hope that will wake them up.
Our Block Club as for as few as we are have tackled more that any of the 10 you speak of, and have had more accomplishments than any other. We really do it ourselves without the help of TWDC. TWDC cannot argue with what we have accomplished. For being old school we are really progressive. This sets them back.
We call the City directly and apply the correct pressure to achieve our goals and mission especially over the last five years. Their dozens of like minded residents in all the 10 block clubs, but they go not want to take on this organization.
Just yesterday I get a call from Guy Templeton Black, someone called Adult Protective Services on him. How low can these people go, especially after their Housing Committee was involved in what happened to Frank Giglio.
Two local IRS staff persons were at the Special Board meeting when they violated their By-laws Thursday night.
These new residents have all the money, resources, and time to forge an impenetrable organization. Especially when they get free legal service from Cleveland State and everything we try costs good hard-earned money.
Submitted by Henry Senyak on Sat, 02/07/2009 - 19:22.
Tremont West Development Corporation
"To maintain and improve the living, business, and cultural conditions for all of Tremont."
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.
1702.29 Removal of directors and filling vacancies.
(A) The office of a director becomes vacant if the director dies or resigns, which resignation shall take effect immediately or at such other time as the director may specify.
(B) A director may be removed from office pursuant to any procedure therefor provided in the articles or in the regulations and such removal shall create a vacancy in the board.
(C) Unless the articles or the regulations otherwise provide, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any vacancy in the board for the unexpired term. Within the meaning of this section, a vacancy exists in case the voting members increase the authorized number of directors but fail at the meeting at which such increase is authorized, or an adjournment thereof, to elect the additional directors provided for, or in case the voting members fail at any time to elect the whole authorized number of directors.
I see your comments Henry embedded within the articles/bylaws. I lost it the first time.
To be clear, you want to make the point that the appointed board does not officially represent the organization, because the election did not have quorum. What recourse is available to the general membership?
Submitted by Henry Senyak on Sat, 02/07/2009 - 20:15.
Since the 2008 Board last Thursday appointed the new 2009 Trustees via calling the meeting to order and then one at a time resigned and appointed new Trustees one at a time. They even went as far as to adjourn the meeting and call a second Board meeting to continue the process.
They claimed to have a legal opinion from Cleveland State that they could do it under the vacancy clause. 13 members have retained a attorney and sent TWDC three letters. I am not afraid to say I am part of this. The others are afraid of retribution and will remain anonymous under attorney client Privilege.
I will see if the letters could be scanned, they have been sent to the media. It would be better for you to read them instead of my words.
I too, am one of those 13 members and am not afraid to say so. I am meeting three others today that want to sign on. As the residents get a look at the "pie" which represents the budget TWDC had to work with last year and then look around the neighborhood and try to get a vision of where that much money was spent they are beginning to get a little angrier.
The only improvement seems to be costly condos, and expensive restaurants. TWDC gets free legal services, compliments of CSU, some staff members get paid college educations, the new commers get 15 year tax abatements, I am told as an incentive to buy here. Every time somebody on the low income scale goes up there they reach out a bucket of paint and pat themselves on the back, well, first of all, they don't pay for the paint either. The paint is donated, so even that doesn't come out of that big budget.
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NICE MASH UP HOWARD HANNA
Cleveland has been hit real hard because our government is real real bad/poor/ignorant/corrupt..
And Schuler shows it graphically...every house on the street is for sale.
just about the truth in NEO
That would be the Famicos SII?!?!?
This looks like E105...
Great image...
Disrupt IT
like boards on a window...
...you nailed it. Nicely done.
SII Glenville on E. 105th just south of Ashbury.
taken December 2008.
Fine Amish Workmanship wasted through Strategic Investments
I watched the Amish crew come in each day and work on these houses, two years ago... as other crews tore down historic mixed use buildings down the street for the VA expansion... they may as well have torn all these down too... who wants to live across from a high rise garage and home for troubled Veterans... I wonder if any sold, at like $350,000 each
Disrupt IT
Insane
This is insane...SII will actually undermine and destroy the appealing homes in NEO.
SIIs Suck
Good slogan for yard signs, bumper stickers and even condoms.
I'll be posting more analyses on SIIs all weekend...
PD, better get those government and business corruption investigative reporters and analysts working overtime... er, did you fire all of them?!?!
Disrupt IT
SII Tremont West Development Corp.
http://realneo.us/content/twdc-operational-budget-2007-2008-revenue-total-revenue-53174000
You can review the SII plan that was approved by the membership in 2007. Again this was approved in large part by the newer affluent residents that are tax abated in Tremont. The below link is to the TWDC website. Please click on all the pdf documents related to the SII plan.
http://www.tremontwestdevelopment.com/index.htm
10 Block Clubs - 10 community representatives
I found a block club map up there (and lots of planning fluff) - why don't each of the block clubs appoint members to TWDC or form a new one - 10 block clubs spread evenly across the neighborhood offers good diversity and representation.
Disrupt IT
TWDC board addresses
Do we have a list of the new TWDC board's Tremont (home/business) addresses?
I'm curious to see those over-layed on this image.
TWDC Board of Trustees
Jeff,
Technically their are only five new Trustees, 2 resigned and then were re-appointed. I will try to break down the 15 without names or addresses.
I must point out that it is the right of the general membership to elect new Trustees. These seven were appointed or re-appointed by the outgoing 2008 Board of Trustees.
12 Trustees live in Ward 13. -- 3 Trustees live in Ward 14
-------------------------------------------------------------------------------------
2- Trustees from in the Metro North Block Club Ward 14
1- Trustee from in the Lincoln Heights Block Club Ward 14 (New)
3- Trustees from in the Auburn Block Club Ward 13
2- Trustees from in the South of Jefferson Block Club Ward 13
2- Trustees from in the Central Tremont Block Club Ward 13
1- Trustee from the Holmden Burher Block Club Ward 13
4- Trustees from the North of Literary Block Club Ward 13 (All New)
__________________________________________________________
1- African American and 1- Hispanic (New)
__________________________________________________________
14 Trustees would be best said are from the middle to high income bracket.
1 - Trustee would be from working class, poor, retired senior etc.
___________________________________________________________
Their is no representation from the many Churches and institutions.
___________________________________________________________
heh, heh, heh
As would I...
--TimFerris
Hi Norm, The trouble is most
Hi Norm,
The trouble is most of the block clubs average 10 to 15 people that attend on a regular basis except one (North of literary), that’s where all the new housing is located.
What we have now is most of the long time residents will not attend block clubs, they will not take on TWDC. They are afraid and get intimidated by the way things happen to the leaders that speak out.
I live in the Light Green colored area. The Lincoln Heights / Scranton Starkweather Block Club. I am currently its Secretary. prior to that I was a Chair, and Co-Chair for the four years before my current office. My Neighborhood is about 45% Hispanic. They will not engage. I have beat me head into the ground for years trying to rally the community.
I will tell you as soon as they start implementing the next SII Model Block area it will encompass this area. I hope that will wake them up.
Our Block Club as for as few as we are have tackled more that any of the 10 you speak of, and have had more accomplishments than any other. We really do it ourselves without the help of TWDC. TWDC cannot argue with what we have accomplished. For being old school we are really progressive. This sets them back.
We call the City directly and apply the correct pressure to achieve our goals and mission especially over the last five years. Their dozens of like minded residents in all the 10 block clubs, but they go not want to take on this organization.
Just yesterday I get a call from Guy Templeton Black, someone called Adult Protective Services on him. How low can these people go, especially after their Housing Committee was involved in what happened to Frank Giglio.
Two local IRS staff persons were at the Special Board meeting when they violated their By-laws Thursday night.
These new residents have all the money, resources, and time to forge an impenetrable organization. Especially when they get free legal service from Cleveland State and everything we try costs good hard-earned money.
TWDC By-laws and commentary
Tremont West Development Corporation
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.
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What you must ask yourself is to define Election Vs. Vacancy? And the power and rights of the general membership?
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Ohio Revised Code for Non-Profit Organizations
1702.29 Removal of directors and filling vacancies.
(A) The office of a director becomes vacant if the director dies or resigns, which resignation shall take effect immediately or at such other time as the director may specify.
(B) A director may be removed from office pursuant to any procedure therefor provided in the articles or in the regulations and such removal shall create a vacancy in the board.
(C) Unless the articles or the regulations otherwise provide, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any vacancy in the board for the unexpired term. Within the meaning of this section, a vacancy exists in case the voting members increase the authorized number of directors but fail at the meeting at which such increase is authorized, or an adjournment thereof, to elect the additional directors provided for, or in case the voting members fail at any time to elect the whole authorized number of directors.
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Point of contention the By-laws state that Trustees must be:
A) Elected B) By the General membership C) At the Annual meeting D) with Quorum.
Guilty of this
I see your comments Henry embedded within the articles/bylaws. I lost it the first time.
To be clear, you want to make the point that the appointed board does not officially represent the organization, because the election did not have quorum. What recourse is available to the general membership?
Options
Since the 2008 Board last Thursday appointed the new 2009 Trustees via calling the meeting to order and then one at a time resigned and appointed new Trustees one at a time. They even went as far as to adjourn the meeting and call a second Board meeting to continue the process.
They claimed to have a legal opinion from Cleveland State that they could do it under the vacancy clause.
13 members have retained a attorney and sent TWDC three letters. I am not afraid to say I am part of this. The others are afraid of retribution and will remain anonymous under attorney client Privilege.
I will see if the letters could be scanned, they have been sent to the media. It would be better for you to read them instead of my words.
DEMOCRACY FOR THE PEOPLE AND BY THE PEOPLE
I too, am one of those 13 members and am not afraid to say so. I am meeting three others today that want to sign on. As the residents get a look at the "pie" which represents the budget TWDC had to work with last year and then look around the neighborhood and try to get a vision of where that much money was spent they are beginning to get a little angrier.
The only improvement seems to be costly condos, and expensive restaurants. TWDC gets free legal services, compliments of CSU, some staff members get paid college educations, the new commers get 15 year tax abatements, I am told as an incentive to buy here. Every time somebody on the low income scale goes up there they reach out a bucket of paint and pat themselves on the back, well, first of all, they don't pay for the paint either. The paint is donated, so even that doesn't come out of that big budget.