Tomorrow’s Neighborhoods Today, Inc.
ARTICLE 1. NAME & STATUS
The bylaws of Tomorrow’s Neighborhoods Today, Inc. (TNT), a 501(c)(3) not-for-profit corporation residing in the state of New York, are as follows:
ARTICLE 2. MISSION & PURPOSE
The mission of TNT is to be a citizen-led organization, in partnership with the City of Syracuse, designed to improve the quality of life for all residents and neighborhoods in the City of Syracuse.
The purpose and vision of TNT is to:
· create a safe space for residents to dialog, plan, make decisions and discuss concerns/issues as well as explore opportunities;
· represent a unified voice that reflects what is in the best interest of our residents and neighborhoods;
· support and enhance neighborhoods through community building projects;
· increase civic engagement, community involvement, awareness, training, and education within the City of Syracuse.
ARTICLE 3. SECTORS, MEMBERSHIP & MEETINGS
Section 1. Eligibility: All individuals who live, work, or own property within the city of Syracuse are automatically members of TNT, and all individuals who live, work, or own property within a distinct sector are automatically members of that sector, as well. All sector meetings are open to the public; however, only members of a given sector are eligible to vote at that sector’s meetings. An individual can be a member of multiple sectors.
Section 2. Membership Sectors & Meetings: The city of Syracuse is divided into 8 sectors/areas. Members are encouraged to participate regularly in sector meetings and activities. The sectors are outlined below:
Section 3. Quorum: For sector meetings there shall be no required quorum
Section 4. Meeting Announcements: All meeting dates, times, and locations must be publicly posted to the City of Syracuse events calendar at least 2 weeks prior to the meeting date.
Section 5. Sector Facilitators- Election & Responsibilities: Each sector can elect, through majority vote of those in attendance, a minimum of 2 and a maximum of 7 sector facilitators. Facilitators shall serve a one-year term and can be nominated and re-elected annually. Voting shall be done through ballot votes for all facilitators. The sector facilitator’s role is to plan regular meetings of the sector membership, assist in community engagement activities, and serve as a community leader within their sector; helping to advance the mission and purpose of TNT. The regular duties of the sector facilitator(s) are:
· Schedule Sector Meetings
· Develop Meeting Agendas
· Facilitate Meetings
All who meet the requirements of sector membership are eligible for election to the position of facilitator; however, an individual may only serve as a facilitator in one sector during a term. Elections shall be held during the September meeting of each sector with nominations made at, and not before, the September meeting, and only by members in attendance. A nomination can come from the floor or, alternatively, one may self-nominate. Candidates must be present to accept their nominations.
Section 6 Sector Facilitator Vacancy: A vacancy occurs when there are fewer than 7 facilitators serving within a sector. In the event of a facilitator vacancy prior to elections in September, the position can be filled in a special election provided nominations are made one month before a vote during a regular sector meeting and in accordance with election and responsibilities guidelines listed above. The candidate must be present at the sector meeting for his or her nomination and be present at the sector meeting for the vote on his or her nomination.
Section 7. Removal of Sector Facilitator: Sector facilitators can be removed from office by the members of the TNT sector for which they are serving by a majority vote at a regular TNT sector meeting. The TNT Board of Directors has the authority to remove a facilitator deemed to be in violation of his or her role and responsibilities outlined in the Facilitator Handbook.
Section 8. Sector Taskforces: Each sector can establish taskforces to engage citizens within a sub-section of their sector as needed and by majority vote of the members present at a regular meeting of that sector.
ARTICLE 4. BOARD
Section 1. Purpose: The TNT Board will serve as the governing body overseeing the work of TNT as a whole. The role of the Board includes, but is not limited to:
· Hire & supervise the TNT Coordinator staff position.
· Manage the finances of TNT as awarded by the city.
· Facilitate agreement with fiscal sponsor and ensure compliance with any regulations governing the work of TNT.
· Coordinate training and leadership development for TNT facilitators and community leaders.
· Coordinate a comprehensive city-wide plan with TNT facilitators for marketing TNT meetings & events.
· Develop policy & procedures as necessary to enhance the work of TNT.
· Seek additional funding and grant opportunities as deemed necessary by the Board.
Section 2. Board Membership: The Board will be composed of 8 delegates and 8 alternates, including 1 of each from every sector. The delegate representative shall serve as the voting board member for their sector. The alternate representative will serve on the board and will fill in as the voting member for the sector for which they represent should the delegate from their sector not be present.
Section 3. Eligibility: Individuals seeking election to the Board should live, own property, or work within the TNT sector for which they are serving. Individuals should have demonstrated a commitment to TNT through attendance and participation as decided by the TNT sector for which they are elected by.
Section 4. Nominations and Elections: The Board members will be nominated and elected by the TNT sector for which they are serving. All nominations will be announced in a regular meeting of the TNT sector one month prior to the election. Elections will be by a majority vote of those TNT members in attendance at the voting meeting in May.
Section 5. Vacancies and Removal: If an individual can no longer serve as a delegate board member, the alternate board member will take their place and a new alternate will be elected by the TNT sector. Board members can be removed from office by the TNT sector for which they are serving with or without cause by a two-thirds vote at a regular TNT sector meeting where previous notice has been given.
Section 6. Term and Limitations: TNT Board members will serve a 2 year term with 4 sectors being drawn at random to serve an initial 1 year board term in order to space out board turn over. Board members can serve up to 3 consecutive terms.
Section 7. Compensation/Volunteer Status: All Board members share serve on a volunteer basis without compensation.
Section 8. Quorum: At least 5 of the 8 sectors must be represented to provide a quorum for board meetings to occur and to allow for voting.
Section 9. Meetings: Board meeting shall be open to the public, unless executive session is required to discuss legal or personnel issues. Regular meeting shall be held at least 6 times a year with prior public notice being given.
ARTICLE 5. OFFICERS
Section 1. Officers: The officers shall be elected from the board membership and shall consist of a chairperson, vice chairperson, secretary, and treasurer.
Section 2. Nominations and Elections: Nominations and elections by majority vote will be held at the June meeting.
Section 3. Ballot Election and Term of Office: Officers will be elected by a majority vote of the board for a term of one year or until their successors are elected. Officers take office July 1st.
Section 4. Limitations: Each person elected shall hold only one office at a time. Each person can serve four consecutive terms in the same office.
Section 5. Vacancies: If there is a vacancy in the office of chairperson, the vice chairperson will become the chairperson. At the next regularly scheduled board meeting, there will be an election for vice chairperson. If there is a vacancy in any other office, members will fill the vacancy at the next regular board meeting.
Section 6. Removal from Office: Officers can be removed from office with or without cause by a two-thirds vote at a regular board meeting where previous notice has been given.
Section 7. Duties of Officers: The duties of the officers of the organization shall be as follows:
· The Chairperson shall:
o Serve as the presiding officer of the board.
o Call special Executive Committee meetings when necessary.
o Call Board meetings when necessary.
o In consultation with the Board, address any personnel issues with the TNT Coordinator as necessary.
· The Vice-Chairperson shall assist the Chairperson and shall:
o Preside at meetings in the absence of the Chairperson
o Perform other duties assigned by the Chairperson.
· The Secretary shall:
o Record and distribute the minutes for all meetings.
· The Treasurer shall:
o Manage the organization’s financial account held with the fiscal sponsor in accordance with all required processes and procedures.
o Be responsible for preparation and maintenance of the budget, including an annual report to the membership.
o Maintain proper financial records and file financial reports with the fiscal sponsor and city of Syracuse budget department as required.
ARTICLE 6. COMMITTEES
Section 1. Executive Committee: The executive committee shall consist of the Chairperson, Vice-Chairperson, Secretary, and Treasurer.
Section 2. Committees: A majority vote of the Board can establish any committees as needed.
Section 3. Committee Membership: Each established committee outside of the executive committee will be co-chaired by a voting board member and alternate board member from different sectors and can consist of members from the community at large. Each board member will be expected to serve on 1 committee. Additionally, TNT members not on the Executive Board can serve as volunteers on any standing committee, special committee, or sector taskforce.
ARTICLE 7. TNT COORDINATOR
Section 1. Coordinator: The Board may appoint and employ an administrator of TNT, designated as Coordinator. The Coordinator shall serve at the pleasure of the Board.
Section 2. Duties of the Coordinator: The Board may delegate to the Coordinator the responsibility and authority for carrying out the policies and purposes that have been adopted and approved by the Board. The Coordinator will serve as the front line staff assistant performing a variety of moderately complex general support duties for the organization, including the day-to-day clerical, financial, & record keeping necessary for the successful operation of TNT. The coordinator will play a major role in helping advance the mission and vision of TNT within the city, acting as a liaison between the board, facilitators, city departments, and city residents as necessary.
ARTICLE 8. PARLIAMENTARY AUTHORITY
The rules contained within Robert’s Rules of Order shall govern meetings where they are not in conflict with the bylaws, rules of order, or other rules of the organization.
ARTICLE 9. AMENDMENT OF BYLAWS
Proposed amendments to the bylaws of the corporation shall be submitted to the full Board of Directors in writing no fewer than ten (10) business days prior to the date of a vote to adopt the proposed amendment. Written prior notice shall consist of publication via e-mail (a) the proposed bylaw amendment and (b) the existing bylaw affected by the proposed change. A proposed amendment will pass with a two-thirds majority of the votes of a duly convened meeting of the Board of Directors. At the time of the vote, the proposed amendment shall not be modified beyond the scope originally proposed in the notice. Upon passage, a resolution detailing the change to the bylaws shall be incorporated into the meeting minutes.
Approved on 4/20/2015 by majority vote at a TNT steering committee meeting.
Amended on 10/7/2015 by a majority vote of the TNT Board
Amended on 12/2/2015 by a majority vote of the TNT Board
Amended on 3/1/2017 by a majority vote of the TNT Board
Amended on 9/6/2017 by a majority vote of the TNT Board
Amended on 11/7/2018 by majority vote of the TNT Board
Amended on 12/6/2018 by majority vote of the TNT Board