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

 

The new Articles of Incorporation proposed by TWDC delete the sections of the existing articles explicitly covering humanitarian programs that TWDC has provided, and they can be easily misused to displace poor Tremont residents.  Under the circumstances, the proposed articles of incorporation should be rejected; and the existing Articles of Incorporation should be retained.

 

The officially proposed TWDC bylaws specify that its board will appoint all voting members of its committees, along with their chairpersons. This top-down structure:

*        Does not protect the rights of residents to protect their neighborhoods and to fully participate in TWDC committees and associated decisions

*        Tends to isolate the board from community concerns by turning its committees into rubber stamps

*        Detracts from the legitimate role of committee chairpersons to moderate discussions and facilitate decision making in a fair and even-handed manner and to not use bureaucratic maneuverings to favor their pre-set agenda

*        Diverts the attention of Board members serving on committees from their legitimate role assuring

o       Good communication between the board and its committees

o       That committee actions do not endanger TWDC’s legal status or fiduciary responsibilities.

 

A reason presented for the top down structure was to:

*        Help enable the TWDC to sacrifice of the welfare of selected neighborhoods for what it perceives to be “the greater good” of Tremont. 

*        By appointing all committee members and their leadership, the TWDC Board can prevent neighborhoods from packing committees to prevent such actions. 

 

Clearly, this deprives Tremont residents of the right to defend their homes and neighborhoods within the structure of TWDC, when targeted by the commercial and other interests that often dominate TWDC concerns. 

 

Another reason given for the proposed top down structure was that IRS 501 c(3) audit program and state rules require this type of structure.  However, members of the bylaws committee admitted that the current bylaws and articles of incorporation do not violate these requirements.

 

Other reasons given for appointing all committee members include

*        Protecting Board members because of their fiduciary responsibilities

*        Preventing committees from going haywire and acting in a way that is not allowed by law or that violates TWDC’s alleged interest in acting for the good of Tremont

 

These legitimate concerns can be addressed, without sacrificing the right of residents to fully participate in TWDC committees and chose their leadership, by having the TWDC Board

*        Appoint all members of the Finance Committee and full members of the Executive Committee (other than the president), and leave full voting membership and the choice of the chairperson of other committees open to all Tremont residents who have participated often enough in such committees to qualify as voting members

*        Appointing at least one person to attend and participate in  each committee to

o        Facilitate communication and coordination with the board and other committees, 

o        Provide advice on TWDC’s legal obligations,

o        Help assure that board concerns are heard, and to,

o        As a last resort, veto committee decisions if they violate TWDC’s legal or fiduciary responsibilities (with such decisions appealable to the Board, and on to independent arbitrators if necessary)

 

The Bylaws Committee opposed any requirement for democratic structure or insuring resident participation in block club agenda and decision making, allegedly, because it would interfere in their internal affairs.  However, the proposed bylaws do not prevent such intervention in other matters.  The proposed bylaws specify a 3-year Term limit on ex-officio board members across the board (including Block Clubs, for which the Board selects the ex-officio member and the Block Club can only recommend who it is), thus interfering in something that should be decided by the Block Club. 

 

The proposed bylaws do not include an enforceable bill of rights that would help protect the right of members to advocate and publish their observations and opinions without harassment or loss of voting rights or services that would otherwise be due to them. 

 

Finally, the proposed bylaws do not provide the access to and oversight of TWDC’s business and financial records necessary to help assure that available funding is well managed and spent and that any mismanagement of same is discovered and prevented.

 

Under the circumstances, the officially proposed TWDC Bylaws should be rejected by the membership, unless amended to appropriately address these concerns. The power to the people amendments to their bylaws proposal that we are submitting for votes at the TWDC November 11, 2009 meeting are designed to assure that Tremont residents are the supreme power within TWDC and that .its board has the power needed, and only the power needed, to help facilitate coordination of related activities and to assure that TWDC fulfills its legal and fiduciary responsibilities. 

 

Sincerely,