Tremont West Development Corporationnn

1. Attendees:
a) Tim Jenkins (committee co-chair).
b) Lynn Murray (committee co-chair).
c) Christopher Alvarado (trustee, secretary).
d) Stephen Bloom (staff member)
e) Deane Malaker (trustee).
f) Elizzabeth Schiros (member).
g) Deirdre Lauer (member).
h) Carole Heyward (legal advisor, CSU law professor).
i) Larry Cornett (TWDC member)
j) Eric Russ (trustee),
2. Upcoming meetings
a) Central Tremont- September 22- Tim and ?
b) Metro North- September 29- Katherine and David Mehring
c) Tremont Pointe- Date and time to be determined
d) This should cover all of the block clubs
3. Discussion of changes to the bylaws as reflected by the membership
4. Non-bylaws discussion
a) Provide an actual membership card so that members have tangible proof.
b) Steve will determine what the resident and business membership numbers were as well as the number of members attending the last five membership meetings.
5. Review of 15 August 2009 Draft with attached comments
i) Committee reviewed Draft and Comments. Please see 9-22-09 draft.
6. Next Bylaw Committee meeting: September 30, 2009, 6 p.m. @ TWDC Offices.

TWDC Bylaw Committee Meeting Minutes 7.8.09

1. Attendees:
a) Tim Jenkins (committee co-chair).
b) Lynn Murray (committee co-chair)
c) Chris Garland (executive director).
d) Christopher Alvarado (trustee, secretary).
e) Stephen Bloom (staff member)
f) Deane Malaker (trustee).
g) Elizzabeth Schiros (member).
h) Deirdre Lauer (member).
i) Carole Heyward (legal advisor, CSU law professor).
j) Eric Russ (trustee)
2. After discussion, agreed that:
a) Deane and Tim will attend the Tremont Residents Service Committee on 9/2/09 @ 6 p.m. @ Post 30.
b) Succeeding series of the bylaws will be posted on the TWDC website
c) Version 1.1 of the Draft Bylaws will be posted in the September 2009 Inside Tremont.
i) It will be an insert (which needs to be double-tabbed at the bottom).- Stephen will take care of this
ii) A letter will be written by Tim, Lynn, and Katherine to accompany Draft Version 1.1. This letter will provide background and context for the Bylaws.
3. November Meeting Subcommittee report:
a) In attendance for 8-10-09 meeting: Chris Garland, Tim Jenkins, Katherine Bulava, Elizzabeth Schiros, Deirdre Lauer
b) TWDC is giving full support for the meeting, the date and location of the meeting (Zion Church, W14th St, Weds Nov 11, 6:30pm to approx 8:45pm).
c) Voting will begin at 7:15p
d) The subcommittee will follow through on parking, balloting, moderating, meals, etc.
i) If there are other details that need to be added, please address them to the subcommittee.
4. Mentor-Castle-Clark/Holmden-Buhrer-Rowley Block Club Meeting Debrief
a) Comments were made by the Block Club members generally about:
i) Quorum
ii) Member eligibility
(1) In response to the concern about absentee landlords becoming members as property owners, the committee agreed that the allowance for property owners should stand based on the experience that good absentee landlords tend to become members while bad absentee landlords will not become involved in the neighborhood.
(2) In response to grandfathering members, all members should fill out a new membership card throughout the year and that a special emphasis will be made on getting all possible existing members to fill out said cards.
iii) Timing of membership meeting notifications and getting business added to the annual meeting agenda.
(1) In response to concern about having a 60 day special membership meeting (instead of a 45 day meeting) to accommodate deliberation at Block Club meetings, the committee agreed that 45 days actually presents a compromise between a 2 month and 1 month notification.
iv) Bringing up new business in the membership meeting
v) Actions without meetings
(1) The language regarding actions without meetings needs to be clearer with examples and an emphasis on having public board meetings.
(a) Lynn will illustrate the example, to be added to the FAQ sheet.
(b) Emphasize that a written action MUST BE unanimous.
b) Other comments made by this and other block clubs will be presented to the Board.
c) Other suggestions:
i) Take questions throughout the presentation and acknowledge the question
ii) Articles of Incorporation- explain why language was in the 1969 document
iii) Explain what we are asking the members to do (presenting the draft, we will have a special meeting to vote and need your participation and vote, that the new bylaws will better serve the community)
iv) The presenter should, when giving examples, refer to people and their roles
v) Explain that "we are proposing" such and such
5. A box will be set aside at TWDC office for use by committee members who will be attending Block Club meetings, which includes copies of the draft bylaws, etc.
6. Procedure for Block Club presentations and processing of feedback
a) Development of the FAQ sheet to be handed out at meetings with draft bylaws
i) Prof Heyward and Elizzabeth will develop this sheet
ii) The sheet will be updated after succeeding Block Club meetings and presentations
b) The bylaws and FAQ will be amended monthly based on member feedback.
c) Tim will send a letter to the Block Club chairs thanking them for their time as well as the information that was gleaned from said meetings
d) A document will be drafted that describes similarity between the existing and the draft bylaws
7. Amendment for the Articles of Incorporation
a) Prof. Heyward will clarify the "charitable cause" clause
8. Amendment to the Draft Bylaws
a) Article II, Section 2- Membership shall be in effect as long as the member remains at the same address- Prof. Heyward will draft this language.
9. Next Block Club Meetings:
a) August 13, 7p (Auburn):David, Deane, Lynn
b) August 20, noon (Old Tremont): Tim, Elizzabeth
c) September 1, 6p (Duck Island):Lynn, Chris A.
d) September 8, 7p (S. Jefferson):Lynn, Eric
e) September 10, 6:30p (Lincoln Hts.):David, Elizzabeth
f) September 15, 6:30p (N. of Literary): Katherine, Deirdre
g) September 29, 6p (Metro North): Katherine, Deane

10. Next bylaw committee meetings will be scheduled via Doodle Poll for the next two meetings in September.

TWDC Bylaw Committee Meeting Minutes 7.8.09

1. Attendees:
a) Tim Jenkins (committee co-chair).
b) Lynn Murray (committee co-chair).
c) Chris Garland (executive director).
d) Katherine Bulava (trustee, temporary secretary).
e) Eric Russ (trustee).
f) Deane Malaker (trustee).
g) Elizabeth Schiros (member).
h) Deirdre Lauer (member).
i) Stephen Bloom (staff member).
j) Carole Heyward (legal advisor, CSU law professor).
2. The meeting was called to order at 6:17 pm
3. After discussion, agreed that:
a) The committee will strive to hold a special meeting for the purpose of presenting the proposed bylaws to the membership in November
b) The Committee will seek the endorsement of the Board on the proposed bylaws
c) The Committee will also seek the authorization of the Board for the special meeting
d) A sub-committee shall form to organize the special meeting.
i) Members will include Chris Garland, Elizabeth Schiros, Deirdre Lauer and Tim Jenkins. Katherine Bulava will assist when possible.
e) The Committee will include the question "Are you sure you are a member? - Check with TWDC if you aren't sure" when advertising/discussing the special meeting
f) The question of whether people who registered to be members of TWDC between the January 2009 Annual meeting and the proposed special meeting needs to be answered legally
i) Prof. Heyward will look at the issue and prepare something for the next meeting
g) One set of language for each section of the bylaws needs to be agreed upon before the proposal is presented to the Board and block clubs
h) Article III, Sections 1 and 2 were approved without further changes
i) Article III, Section 3 will be changed by Professor Heyward to reflect that verification of membership and the closure of membership registration shall occur 30 days prior to a special meeting and modifying the phrase "special meetings of the membership may be…" to "special meetings of the membership to conduct business may be…"
j) A "doodle" page listing all sections of the proposed bylaws will be created and members of the committee shall check off sections they approve without further discussion/change. The committee will approve those sections where the is consensus that no further revision is needed without discussion.
k) Committee members will review most current draft of bylaws (6/8/09 version) before next meeting.
4. The meeting was called to a close at 8:10 pm
5. Next bylaw committee meeting scheduled:
a) Wednesday, July 29 - 6:00pm.

TWDC Bylaw Committee Meeting Minutes 6.17.09

1. Attendees:
a) Tim Jenkins (committee co-chair).
b) Lynn Murray (committee co-chair)
c) Chris Garland (executive director)
d) Christopher Alvarado (trustee, temporary secretary)
e) Eric Russ (trustee)
f) David Mehring (trustee)
g) Elizzabeth Schiros (member)
h) Deirdre Lauer (member)
i) Carole Heyward (legal advisor, CSU law professor)
j) Matthew Yourkvitch (CSU law student).

2. After discussion, proposed that:
a) Chris Alvarado will serve as secretary since Bac Nguyen has other pressing duties. Thank you, Bac, for your yeoman's work.
b) Marketing and Finance committees are putting together procedures that can be added to the Policies and Procedures manual, after they are vetted by the Bylaws Committee (procedure pending approval by the TWDC Board).
c) An article will be added to the next issue of Inside Tremont that describes the status of the work of the Bylaws Committee.
d) Bylaws committee members are free to answer questions regarding the work of the committee, with the caveat that the work of the committee is a draft, subject to review and approval by the membership.
e) Constituent Groups (Article IX):
i) Language was drafted that primarily defines ex officio members and secondarily defines constituent groups as entities that can appoint ex officio members. This draft was compared to another version that primarily describes constituent groups and secondarily describes ex officio members
(1) Committee elected to primarily define ex officio members, to add this definition under "Article IV: Board of Directors", and to retain the ability of constituent groups to have a representative appointed as an ex officio member.
ii) A description of the duties and responsibilities of ex officio and board members will be added to the Policies and Procedures manual.
3. Committee members began the first review of the Draft Code of Regulations.
a) The right of members to dissolve the corporation shall be put within the Articles of Incorporation.
b) The Articles of Incorporation will be voted on by the membership.
c) Article I
i) All language was accepted by the committee
d) Article II
i) Sec 2.B. will include "as defined in Section 3".
4. Next bylaw committee meetings scheduled:
a) Wednesday, July 8 - 6:00pm
b) Wednesday, July 29- 6:00pm

TWDC Bylaw Committee Meeting Minutes 6.9.09

1. Attendees:
a) Tim Jenkins (committee co-chair).
b) Chris Garland (executive director).
c) Christopher Alvarado (trustee, temporary secretary).
d) Katherine Bulava (trustee).
e) Eric Russ (trustee).
f) Deane Malaker (trustee).
g) David Mehring (trustee).
h) Elizzabeth Schiros (member).
i) Deirdre Lauer (member).
j) Stephen Bloom (staff member).
k) Carole Heyward (legal advisor, CSU law professor).
2. After discussion, agreed that:
a) An article will be put in July's issue of Inside Tremont describing the status of the Bylaw Committee, including the intention of committee members to meet with block clubs.
b) The Bylaw Committee co-chair will present concerns regarding information posted in Tremont Communicator to the TWDC Board or TWDC Executive Committee.
c) Constituent Groups (Article IX):
i) Language will be drafted that primarily defines ex officio members and secondarily defines constituent groups as entities that can appoint ex officio members, to be sent to committee via email ASAP.
d) Committees (Article VI):
i) Board of Directors will appoint members of the Finance, Planning, and Housing and Economic Development Committees because of fiscal responsibilities.
ii) TWDC Members will be encouraged to serve on committees- Nominating and Governance Committee will assist committees to identify committee members, but each committee is ultimately responsible for identifying their own talent.
iii) Proposal made to have each committee's chairperson appoint a member to sit on the Planning Committee.
iv) Attendance policies for safety and development committees to be added to policies and procedures.
v) A personnel committee will not be developed as a standing committee, but can be convened as needed by the Board (but have members already appointed at the beginning of the board year). Policies governing the work of the committee will be placed in policies and procedures. Avenues for action by and on behalf of staff members belong in the personnel manual. The Executive Committee will conduct an annual review of the Executive Director; this will be in policies and procedures. Additional policies will be shared with the committee.
e) An agenda will be sent to committee members prior to next meeting.
f) Committee members will review most current draft of bylaws (6/8/09 version) before next meeting.
3. Next bylaw committee meeting scheduled (NOTE CHANGE):
a) Wednesday, June 17 - 6:00pm.

TWDC Bylaw Committee Meeting Minutes 5.28.09

1. Attendees:
a) Tim Jenkins (committee co-chair).
b) Bac Nguyen (committee secretary).
c) Chris Garland (executive director).
d) Christopher Alvarado (trustee).
e) Katherine Bulava (trustee).
f) Eric Russ (trustee).
g) Deane Malaker (trustee).
h) Dave Mehring (trustee).
i) Elizzabeth Schiros (member).
j) Deirdre Lauer (member).
k) Stephen Bloom (staff member).
l) Carole Heyward (legal advisor, CSU law professor).
m) Lynnette Sequeira (CSU law student).
2. After discussion, agreed that:
a) Constituent Groups (Article IX):
i) Provision of financial and/or physical resources by TWDC.
(1) Providing financial and/or physical resources to constituent groups may create issues related to tax exemption and liability.
(2) Details regarding provision of such resources will not be included in the bylaws.
(a) This will be discussed in a separate financial document.
b) Committees (Article VI):
i) Finalization of the following standing committees.
(1) Executive Committee.
(2) Nominating and Governance Committee.
(3) Finance Committee.
(4) Safety Committee.
(5) Housing and Economic Development Committee.
(6) Development Committee.
(a) Which includes fundraising and marketing as well as event planning.
(7) Planning Committee.
(a) Which is focused on the larger themed goals (strategic & master plans).
ii) Proposal made to require each committee's chairperson sit on the Planning Committee.
3. Next two bylaw committee meetings scheduled:
a) Tuesday, June 9 - 6:00pm.
b) Tuesday, June 23 - 6:00pm.

TWDC Bylaw Committee Meeting Minutes 5.6.09

1. Attendees:
a) Tim Jenkins (committee co-chair).
b) Lynn Murray (committee co-chair).
c) Bac Nguyen (committee secretary).
d) Christopher Alvarado (trustee).
e) Katherine Bulava (trustee).
f) Eric Russ (trustee).
g) Deane Malaker (trustee).
h) Elizzabeth Schiros (member).
i) Deirdre Lauer (member).
j) Stephen Bloom (staff member).
k) Carole Heyward (legal advisor, CSU law professor).
l) Matthew Yourkvitch (CSU law student).
2. After discussion, agreed that:
a) Board of Directors (Article IV):
i) Eligibility, Nomination & Election (sections 2 and 3):
(1) No individual can serve as a director if an immediate family member is a TWDC employee.
(2) Do not list specific ineligibility issues (i.e. prior criminal behavior etc.).
(a) Listing all of the possibly pertinent issues is not practical.
(b) Such known issues will resolve themselves via majority vote.
(3) Individuals who wish to run for the board are NOT required to secure a number of petition signatures in order to become a candidate.
(a) Year-round involvement from the Nominating Committee will include assisting potential nominees and examining eligibility based on bylaws.
(4) Nominees would each complete a standardized application form that would be shared with the membership.
(5) Continue to allow nominations from the floor at the annual meeting.
(6) The Nominating Committee will remain uninvolved in the promotion and/or elimination of specific nominees.
ii) Term (section 4):
(1) Change the term length from two years to three years
(a) 1/3 of board will be up for election each year.
(2) Limit of three consecutive terms (9 years).
(3) Board officer terms will remain one year in length.
(a) No limit on the number of consecutive office terms.
(i) Election of officers will take place every year at the Board Meeting after the Annual Meeting.
iii) Meetings (section 5):
(1) Minimum of 4 directors meetings per year.
iv) Action Without Meeting (section 6):
(1) Allow signatures to engage action when the physical presence of any or all of the board of directors is not feasible.
(2) Unanimous approval from the board is required to approve the taking of an action without meeting.
v) Quorum (section 7):
(1) The majority of directors must remain present at each board meeting in order to maintain quorum.
(a) This is different from meetings of the membership, where once quorum is established it cannot be lost.
vi) Removal of Directors (section 8):
(1) Any director may be removed via two thirds vote by the board.
vii) Vacancies (section 9):
(1) The remaining members of the board will fill any unexpected vacancies.
(2) Persons appointed to fill the slot of a board member who leaves during a term of service will have to stand for election before the membership at the next annual meeting in order to complete the term of office of the board member vacating the seat.
b) Officers (Article V):
i) Board President (section 2):
(1) Allow the board to appoint its own president.
(2) Minimum of one year of experience as a director.
(a) This year of service does not have to immediately precede the presidential term.
(3) Communicate to the membership that the president has little actual power.
(a) The president's main responsibility (and sole additional responsibility) is to chair board meetings.
c) Executive Director (Article VIII):
i) Selected and appointed by the Executive Committee.
(1) With approval by the board of directors.
d) Amendments (Article IX):
i) Changes to the code of regulations (bylaws) can be made via two thirds vote of the membership
(1) This means two thirds of the members in attendance at any given membership meeting where quorum is met, NOT two thirds of the entire membership.
ii) Proposals to change the code of bylaws must be submitted 2 weeks in advance.
e) Meeting Procedures (Article X):
i) Annual meeting:
(1) Change notice of meeting (Article III, section 5) to 30-45 days prior.
(2) Requests for new business will be sent to the membership 30 days prior.
(3) Meeting agenda will be sent to the membership 14 days prior.
ii) More compressed timeline for special meetings.

TWDC Bylaw Committee Meeting Minutes 4.23.09

1. Attendees:
a) Tim Jenkins (committee co-chair).
b) Lynn Murray (committee co-chair).
c) Bac Nguyen (committee secretary).
d) Christopher Alvarado (trustee).
e) Katherine Bulava (trustee).
f) Eric Russ (trustee).
g) Elizzabeth Schiros (member).
h) Deirdre Lauer (member).
i) Stephen Bloom (staff member).
j) Carole Heyward (legal advisor, CSU law professor).
k) Matthew Carona (CSU law student).
l) Matthew Yourkvitch (CSU law student).
m) Lynnette Sequeira (CSU law student).

2. After discussion, agreed that:
Membership (Article II of the current bylaws).
i) Eligibility for membership:
(1) No individual is entitled to more than one vote.
(2) Paid employees of TWDC are not eligible for membship.
(3) Businesses providing services to TWDC may be eligible for membership. A more detailed conflict of interest policy should address members providing services to TWDC.
ii) Membership area:
(1) Will no longer define a service area, but will continue to define a geographical membership area.
iii) Access to records:
(1) A Document Retention Policy will set forth how long different types of documents are retained.
(2) Members may view a list of other members in person at TWDC's office, but this list will not be distributed in any manner.
(3) Maintain the option of charging an administrative fee for copying records.
b) Meetings of members (Article III of the current bylaws).
i) Annual meeting:
(1) Proposal to move the date of the annual meeting to late Spring or early Summer in order to more closely follow the fiscal year.
(2) Once quorum is reached at a particular meeting, it cannot be lost.
(3) Proposal to create an annual deadline to register to vote.
(a) Applications for membership will be mailed ahead of time to all households in the membership area.
ii) Special meetings:
(1) In addition to the annual meeting and other member meetings, special meetings may be called by the board of directors or via member petitions.
c) Committees (Article VII of the current bylaws).
i) Permanent committees:
(1) Continue to:
(a) Have at least two members that are directors.
(b) Encourage members to play a pivotal role and gain experience for board leadership.
(c) Allow non-members to participate.
(2) Restructure permanent committees to include:
(a) Executive Committee.
(b) Nominating Committee.
(c) Housing & Economic Development Committee.
(d) Planning Committee (master plan, strategic plan).
(e) Development Committee (which includes fundraising and marketing).
(f) Safety Committee.
(g) Finance Committee.
3. Next two bylaw committee meetings scheduled:
a) Wednesday, May 6, 2009 - 6:00pm.
b) Thursday, May 28, 2009 - 6:00pm.

TWDC Bylaw Committee Meeting Minutes 4.8.09

1. Attendees:
a. Tim Jenkins (committee co-chair).
b. Lynn Murray (committee co-chair, trustee).
c. Bac Nguyen (committee secretary).
d. Christopher Alvarado (trustee).
e. Eric Russ (trustee).
f. Deane Malaker (trustee).
g. Elizzabeth Schiros (member).
h. Deirdre Lauer (member).
i. Jerleen Justus (member).
j. Stephen Bloom (staff member).
k. Karl Maersch (former trustee and former resident).
l. Carole Heyward (legal advisor, CSU law professor).
m. Matthew Carona (CSU law student).
n. Matthew Yourkvitch (CSU law student).
o. Valerie Mininger (CSU law student).
2. Discussion of membership (Article II of the current bylaws).
a. Agreement reached on several aspects of the clause "works in the Tremont area" (section 1: eligibility requirements).
i. Individuals who do not live in or own a business in Tremont (individuals who strictly work in Tremont) should no longer be eligible for membership.
ii. No individual can have more than one vote.
1. Ex: an individual who both lives in Tremont as well as owns one or more businesses in Tremont is only entitled one vote.
iii. Each business is entitled to designate one representative to vote on its behalf.
b. Agreement that an application form should be utilized to register and maintain membership. Use of this form will greatly reduce the administrative burden on TWDC staff in creating and maintaining membership roster.
i. Minimal amount of information required (e.g., name and address) for resident members.
ii. Business members may have to disclose information sufficient to determine that business is eligible for membership.
c. Agreement to continue refraining from charging a membership fee to both residents as well as businesses.
d. Proposal to put into practice an appeal process that will allow individuals to address membership grievances.
3. Discussion of service area.
a. Decision made to discontinue defining a service area.
i. This will allow the organization to remain flexible over time in providing services outside of Tremont.
1. Maintain a distinction between money making opportunities (particularly outside of membership area) that will benefit the organization vs. initiatives and decisions that impact the neighborhood.
4. Discussion of quorum at the annual meeting.
a. Agreement that quorum should be both sufficiently representative as well as reasonably manageable.
i. Proposal to set both a minimum number of members as well as a percentage of the membership, where quorum is reached by the lesser of the two values.
b. Agreement that once quorum is established at any membership meeting, it remains, even though members may choose to leave.
c. Agreement that only new business submitted to and distributed among the membership prior to the annual meeting will be discussed at the annual meeting.
i. Introduction of new business without prior notice will be restricted from the meeting in order to allow for more productive and organized meetings.
1. This will also allow members to know what issues will be discussed at the annual meeting.
d. Agreement that the organization should host additional meetings of the membership, rather than just one annual meeting.
5. Next committee meeting scheduled for:
a. Thursday, April 23 at 6:00pm.
6. Meeting adjournment.

TWDC Bylaw Committee Meeting Minutes 3.25.09

1.Call to order & introductions.
2.1. Attendees:
a. Tim Jenkins (committee co-chair).
b. Lynn Murray (committee co-chair, trustee).
c. Bac Nguyen (committee secretary).
d. Katherine Bulava (trustee).
e. Christopher Alvarado (trustee).
f. Eric Russ (trustee).
g. Deane Malaker
g.h. Chris Garland (president).
h.Karl Maersch (member).
i. Elizzabeth Schiros (member).
j. Deirdre Lauer (member).
k. Jerleen Justus (member).
l. Vicky Slone (member).
m. Karl Maersch (former resident and former trustee).
3. Stephen Bloom (staff member).
n.
2. Prior to introductions: discussion of whether to allow audio recording of meetings and the appropriate level of detail for meeting minutes.
a. Audiotapes would facilitate the transcription of more detailed meeting minutes, but the presence of a recording device may stifle open dialogue.
b. Decision made that meeting minutes need not include the minutiae of all meeting conversations. Rather, they will summarize the main topics of conversation, opinions expressed, and decisions made by the committee.
c. Decision made not to allow audio recording at committee meetings.
3. Call to order & introductions.
4. Discussion of section 3 of the articles of incorporation: defining TWDC's purpose.
a. Agreement on the following language (no additional legal advice sought):
i. The purpose of Tremont West Development Corporation is to maintain and improve living, economic, and cultural conditions for the community, creating a welcoming environment for everyone.
a.Carole Heyward (legal consul, CSU law professor).
b.Lynette Sequeire (legal consul, CSU law student.
4.Brief presentation by Carole Heyward, clinical law professor at CSU.
a.Professor Heyward and her students have been retained by TWDC to provide pro bono legal advice to the committee, particularly in the area of clear and lawful language.
i.The committee must define the organization's principles in order for Professor Heyward's team to assist in writing language that reflects those principles for each bylaw provision.
ii.Legal advice is subject to the attorney-client privilege and is to remain confidential to committee members in attendance of said meetings.
5.Departure of Professor Heyward and Lynette Sequeire.
6.Discussion of potential revisions of articles of incorporation, written separately by Tim Jenkins and Lynn Murray.
a.Lynn's version closely mirrors the language from the strategic investment initiative (SII) and serves as a solid starting point.
b.Agreement to draft language that is broad and all encompassing.
i.The bylaws, on the other hand, should be more specific.
ii.The term community will be utilized in lieu of more geographically specific terms such as Tremont or neighborhood.
c.Statement to be submitted to Professor Heywood's team for clarification of best practices for lawful language.
6.5. Discussion of membership (Aarticle II of the current bylaws).
a. The clause "works in the Tremont area" under section 1 (eligibility requirements) continues to be up for debate.
i. General consensus reached that individuals who do not live or own a business in Tremont (individuals who strictly work in Tremont) should no longer be eligible for membership.
ii. Consensus not reached on the following:
1. The number of votes allowed to individuals who both live as well as own business(s) in Tremont.
2. The number of votes allowed to each business.
3. Whether there should be a distinction made between "individual" votes and "business" votes.
4. What defines a "business" (ex: absentee property owners).
iii. Discussion of the potential ramifications of altering the "works in Tremont" clause, led by Karl Maersch.
iv. Decision made to consult with Professor Carole Heyward's legal team regarding how to proceed with this clause.
1. The primary principle is to allow for fair and reasonable membership eligibility, while preventing the ability for businesses to unfairly "stack" votes - which has been shown to be a negative consequence of the current bylaws' loose membership eligibility requirements.
a.Unanimous agreement to a minimum of 18 years in age.
b.Issues to seek legal consul on best practices:
i.Membership and voting requirements for businesses, churches, and non-profits.
ii.Membership and voting requirements for non-resident property owners.
iii.Membership and voting requirements for ancillary staff.
iv.Additional/reduced requirements for holding membership.
c.An overall principle was agreed upon: membership should be inclusive.
7.6. Meeting adjournment.

TWDC Bylaw Committee Meeting Minutes 3.11.09

1. Call to order & introductions.
2. Attendees:
a. Tim Jenkins (committee co-chair).
b. Lynn Murray (committee co-chair, trustee).
c. Bac Nguyen (committee secretary).
d. Katherine Bulava (trustee).
e. Christopher Alvarado (trustee).
f. Eric Russ (trustee).
g. Chris Garland (president).
h. Karl Maersch (member).
i. Elizzabeth Schiros (member).
j. Deirdre Lauer (member).
k. Stephen Bloom (staff member).
l. Carole Heyward (legal consul, CSU law professor).
m. Lynette Sequeire (legal consul, CSU law student).
3. Brief presentation by Carole Heyward, clinical law professor at CSU.
a. Professor Heyward and her students will advise the committee, particularly in the area of clear and lawful language.
i. The committee must define the organization's principles in order for Professor Heyward's team to assist in writing language.
ii. Legal advice is to remain confidential to committee members in attendance of said meetings.
4. Discussion of potential revisions of articles of incorporation, written separately by Tim Jenkins and Lynn Murray.
a. Lynn's version closely mirrors the language from the strategic investment initiative (SII) and serves as a solid starting point.
b. Agreement to draft language that is broad and all encompassing.
i. The bylaws, on the other hand, should be more specific.
ii. The term community will be utilized in lieu of more geographically specific terms such as Tremont or neighborhood.
c. Statement to be submitted to Professor Heywood's team for clarification of best practices for lawful language:
i. The purpose of Tremont West Development Corporation is to maintain and improve living (residential), business (economic), and cultural (socio-economic) conditions for the community (all), welcoming and creating a place for everybody.
5. Discussion of membership (article II of the current bylaws).
a. Unanimous agreement to a minimum of 18 years in age.
b. Issues to seek legal consul:
i. Should businesses and/or other organizations (churches, non-profits etc.) be entitled to one vote per business?
ii. Should property owners (non-residents) be entitled membership?
iii. Should the exclusion of membership to ancillary staff be removed from section 1 (eligibility)?
1. General agreement that no member of the board of trustees should be allowed a contractual relationship with the organization.
iv. Should there be any additional/reduced requirements for holding membership?
c. An overall principle was agreed upon: membership should be inclusive.
6. Meeting adjournment.

TWDC Bylaw Committee Meeting Minutes 2.24.09

1. Call to order & introductions.
2. Attendees:
a. Tim Jenkins (committee co-chair).
b. Lynn Murray (committee co-chair, trustee).
c. Bac Nguyen (committee secretary).
d. Deane Malakahr (trustee).
e. Katherine Bulava (trustee).
f. Christopher Alvarado (trustee).
g. Eric Russ (trustee).
h. Chris Garland (president).
i. Deirdre Lauer (member).
j. Stephen Bloom (staff member).
3. Reminder: the committee will deliberately avoid referring to the revision of the bylaws that was drafted in 2005.
4. Discussion of email written by Christopher Alvarado.
a. Prior to defining goals of the organization, we must first define its values
i. What constitutes membership in the organization?
1. Current definition states that maintaining membership entails attendance at a TWDC meeting or function within the last year.
2. Currently approximately 900 members.
3. Membership's two main benefits:
a. Privilege of voting at the annual meeting.
b. Privilege to run for the board of trustees.
4. Inclusive versus exclusive.
a. More inclusive membership has benefits to the community's feeling of involvement, but this may entail changing the rules regarding quorum.
ii. What are constituent groups?
1. Block clubs, committees, etc.
iii. Should the organization define a specific geographical service area?
b. An overall value was agreed upon: the organization to function as democratically as possible.
5. Assignment for all members to be completed prior to the next meeting:
a. A critique of articles I and II of the current bylaws.
i. Ideas for alternative/supplemental language.
6. Next meting topic: defining membership in the organization.
7. Meeting adjournment.

TWDC Bylaw Committee Meeting Minutes 2.10.09

1. Call to order & introductions.
2. Opening remarks by co-chairs Tim Jenkins and Lynn Murray.
3. Rough timeline set.
a. Targeted completion of revised bylaws: May 2009.
4. In addition to the revision of the current bylaws, other goals of the bylaw committee include revision of:
a. TWDC's articles of incorporation.
b. TWDC standard operating procedures.
5. Discussion of Article IX in the current bylaws:
a. The bylaws may be altered, amended, or repealed in whole or in part by an affirmative vote of two-thirds (2/3) of the TWDC membership at any regular or special meeting of the membership.
i. This clause is interpreted to mean two-thirds (2/3) of those individuals present at any given meeting of the membership, as opposed to an affirmative vote by two-thirds (2/3) of the total membership of the organization at any given meeting.
6. Legal consul will be provided by Cleveland State University law students, overseen by Professor Lindt.
7. Definition of holding membership in the bylaw committee. To qualify one must:
a. Attend 80% of meetings.
b. Contribute writing and planning to at least one section if the bylaws.
c. Speak and present the revised bylaws to at least one block club.
8. A bylaw Wiki page will be set up through TWDC's website containing:
a. TWDC's core mission statement.
b. Meeting minutes.
c. A live, shared electronic copy of the bylaws that can be edited by members of the bylaw committee.
i. Comments can be posted by others but will be reviewed by members of the committee prior to being publicly posted.
9. Bylaw information will also be published in TWDC's printed newsletter.
10. Confirmation of Bac Nguyen as bylaw committee secretary.
11. Bylaw committee meeting schedule set through March 2009. Meetings will be between one hour and 90 minutes in length.
a. Tuesday, February 24; 6:30pm
b. Wednesday, March 11; 630pm
c. Wednesday, March 25; 6:30pm
12. Assigned reading for all members to be completed prior to the next meeting:
a. Current bylaws.
b. Current articles of incorporation.
c. Tremont's strategic investment initiative.
13. Meeting adjournment.