Tomorrow’s Neighborhoods Today, Inc.
Revised 7 January 2019
Effective 1 March 2019
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 October meeting of each sector with nominations made one month prior to the elections, at 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 October, the position will be filled for the remainder of the term after a special election is held. A special election will be held and nominations are to be made one month before the 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, by two-thirds majority vote, any facilitator deemed to be in violation of his or her role and responsibilities as 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 OF DIRECTORS
Section 1. Purpose: All powers necessary for the governance of the organization shall be vested in a Board of Directors. This Board will handle responsibilities including, but not limited to:
· Hiring and supervision of TNT staff.
· Management of the finances of TNT.
· Facilitating agreement with external fiduciary agencies and ensure compliance with any regulations governing the work of TNT.
· Administration of other duties as required by law or the parliamentary authority
· Coordination of training and leadership development for TNT facilitators and community leaders.
· Coordination of comprehensive city-wide plan with TNT facilitators for marketing TNT meetings and events.
· Development of policy and procedures necessary to enhance the work of TNT.
· Cultivation and solicitation of additional funding and grant opportunities as deemed necessary by the Board.
Section 2. Implementation of Policies: The board of directors has sole responsibility to set policies.
Section 3. Board Membership: The Board will be composed of a President and sixteen (16) Directors. Each sector is represented by two Directors.
Section 4. Duties of a Director: The Directors elected by each sector shall serve as the voting board members for that sector.
Section 5. Eligibility: Individuals seeking election to the Board shall live, own property, or work within the TNT sector for which they seek to serve and must fulfill one of those requirements for the entirety of their tenure on the Board.
Section 6. Nominations and Elections: The Board members will be nominated and elected by the TNT sector for which they seek to serve. All nominations will be announced in a regular meeting of the TNT sector one month prior to the election. To be eligible to vote, one must meet the requirement of sector membership. (see Article 3, Section 1). Elections will be by a majority vote of those TNT members in attendance at the voting meeting in May.
Section 7. Vacancies and Removal: Board members can be removed from office by two-thirds majority vote of the TNT Board of Directors at a regularly-scheduled Board meeting with prior written notice provided. A replacement Board member may be nominated at the next regularly-scheduled TNT Sector meeting after the removal vote and will be voted upon at the subsequent TNT Sector meeting. The replacement Board member will serve out the remainder of the term.
Section 8. Term and Limitations: TNT Board members will serve a two-year term. The President and Board members can serve up to three consecutive terms.
Section 9. Compensation/Volunteer Status: All Board members serve on a volunteer basis without compensation.
Section 10. Quorum: A simple majority – that is, Board representatives from at least half plus one of the active sectors – shall constitute a quorum for purposes of voting.
Section 11. Meetings: Board meeting shall be open to the public, with the exception of executive session required to discuss legal or personnel issues. Regular meetings shall be held at least 6 times a year with prior written public notice provided.
ARTICLE 5. OFFICERS
Section 1. Officers: The officers shall consist of a president, vice president, clerk, and treasurer. The officers shall be elected by the TNT Board of Directors. The president may be nominated from the elected Board of Directors or may be an external individual qualified to lead the organization. In the event that a president is elected from within the Board of Directors, a new board representative must be nominated and elected from within the sector which he or she was elected to represent.
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. Officers serve subject to the term limits detailed above.
Section 4. Limitations: Each person elected shall hold only one office at a time.
Section 5. Vacancies: If there is a vacancy in the role of president, the vice president will assume that role. At the next regularly-scheduled board meeting, there will be an election for vice president. 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: The Board of Directors may, upon a two-thirds vote of the Board of Directors at a regularly-scheduled meeting, remove a Director with ten (10) days’ prior written notice outlining the reasoning for removal.
Section 7. Duties of Officers: The duties of the officers of the organization shall be as follows:
· The President 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 staff person(s) as necessary.
o Sign all documents necessary for the operation of TNT, including but not limited to contracts with funders, insurance policies, employee timesheets.
o Vote only to break a tie.
· The Vice-President shall assist the President and shall:
o Preside at meetings in the absence of the President
o Perform other duties assigned by the President.
· The Clerk shall:
o Record and distribute the minutes for all board meetings.
o Reserve spaces for board meetings
o Manage minutes from the sector facilitators
· The Treasurer shall:
o Manage the organization’s financial account in accordance with all required processes and procedures.
o Deposit checks into the proper account.
o Review and sign vouchers for TNT expenditures.
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 required by funders.
o File the IRS 990 form and/or facilitate a financial audit when necessary.
ARTICLE 6. COMMITTEES
Section 1. Executive Committee: The executive committee shall consist of the President, Vice-President, Clerk, 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 board members from different sectors and can consist of members from the community at large. Each board member will be expected to serve on one 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 OPERATIONS MANAGER
Section 1. Operations Manager: The Board may appoint and employ an administrator of TNT, designated as Operations Manager. The Operations Manager shall work in collaboration with the Board of Directors to fulfill the mission of TNT.
Section 2. Duties of the Operations Manager: The Board may delegate to the Operations Manager the responsibility and authority for carrying out the policies and purposes that have been adopted and approved by the Board. The Operations Manager 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 Operations Manager 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.
ARTICLE 10. FUNDING
The Board of Directors holds sole authority for approval of development and fundraising activities conducted by the individual sectors and by TNT itself. Written solicitations require approval by the majority of the Board of Directors, and fundraising solicitations carried out without Board approval are prohibited.
ARTICLE 11. SPECIAL PROJECTS
Special Project funds are available for each sector to realize community-building capital projects or programming designed to benefit the public. Regardless of the total amount of funding available, Special Project funds shall be made available in equal sums to each TNT sector.
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 a majority vote of the TNT Board
Amended on 12/6/2018 by majority vote of the TNT Board
Amended on 2/6/2019 by majority vote of the TNT Board