Bylaw Amendments proposed for adoption during the
2022 General Meeting of the Danby Community Council
Replace the entire text of paragraph 5 of Article III (Membership):
Paid staff of the Danby Community Council or of the Danby Town Board and persons elected to any Town office shall be eligible for election or appointment, but only on condition of resigning, prior to taking office or accepting an appointment, from that paid position or Town office.
With the following:
To avoid any conflict of interest, real or perceived, persons in any of the following categories may not serve as a Director of, or as a member of a Committee of, the Danby Community Council:
Persons elected or appointed to any Office or Board of the Town of Danby,
Tompkins County, or the State of New York.
Employees of the Danby Community Council, the Town of Danby,
Tompkins County, or the State of New York.
Owners, employees, or directors of any business or organization that has, or is being considered for, a contractual agreement with the Danby Community Council.
Discussion:
While the intent of this paragraph—to prevent conflicts of interest and avoid dual office-holding—has always been clear, the actual words are opaque. In addition, experience during the last decade of activity has shown that conflicts can arise from situations that the original language did not anticipate.
The replacement language is very specific, and it applies ONLY to the eligibility of DCC members to serve on its Board of Directors and Committees. It does not exclude them from attending public meetings, where they are welcome to contribute.
It excludes elected and appointed officials who could find themselves in a situation where they must choose between different interests: those of the Community Council and those of a government body. It also excludes people involved with or employed by an organization that has a contractual relationship with the Community Council.
In order to avoid gray areas and the need for difficult decisions about individual cases, the exclusions broadly include both real and potential conflict situations.
The exclusions affect only a small number of persons within the Town of Danby and should not limit the pool of eligible decision makers.
Delete the entire text of paragraph 6 of Article IV (Board of Directors) and renumber subsequent paragraphs:
No Director may serve more than three consecutive two-year terms (six years). If a Director was initially appointed to fill a vacancy or was initially elected to a one-year term, that Director may not be elected to more than two additional consecutive two- year terms (five years).
Discussion:
This amendment addresses a long-running problem in the Bylaws.
Term limits are a subject of much talk and speculation in the "real world." There are pros and cons. For example, term limits encourage change and discourage entrenched control; on the other hand, term limits remove members who are becoming valuable contributors because they have learned the ropes and responsibilities of their position. Limits also dilute the institutional knowledge of the organization.
No other body in Danby—elected or appointed, profit or non-profit—has term limits. It is the rule, rather than the exception, that members serve in their position until they decide to retire or—rarely, where elections are involved—are voted out of office.
During the last decade—or longer—the Community Council has never faced a situation where there have been more volunteers for the Board of Directors than there are open positions; rather the opposite, there have been periods when seats have remained open.
Directors must be reelected every two years; that process will serve to bring new faces on board while preserving the continuity offered by effective, active Directors.
Revise the text of paragraph 1 of Article V (Duties)
The Board of Directors shall manage and control the affairs of the Council and carry out its purpose in accordance with the Bylaws of the Council and its contracts with the Danby Town Board.
To the following:
The Board of Directors shall manage and control the affairs of the Council and carry out its purpose in accordance with the Bylaws of the Council.
Discussion:
This is unusual language to be included in the Bylaws of a non-profit corporation.
The paragraph is the only place in the Bylaws where a specific contract is mentioned.
It can be construed to mean that the DCC, a non-profit corporation, could be required to act as an agent for another entity. This is a particular problem if that other entity is a major funding source for the DCC and could coerce action from DCC.
Naturally, if the DCC chooses to accept a contract with any other entity—a contract that is not inconsistent with the Bylaws—it would be bound to follow it. However, the presence of this requirement in the Bylaws is neither necessary nor appropriate
Insert into the text of paragraph 3(c) of Article V (Duties):
Appoint, at least thirty days prior to the Annual Meeting of the Council, three qualified persons not members of the Board of Directors to audit the financial records of the Council.
The following:
Appoint, with the approval of the Board of Directors, at least thirty days prior…
Discussion:
All other duties of the President are conditional on approval by the Board of Directors.
This amendment brings the description of this duty into agreement with the others.
Revise the text of paragraph 2 of Article VII (General Meetings)
Notice of the Annual Meeting shall be published in the Ithaca Journal and, if possible, the Danby Area News, not less than ten (10) days before its date.
To the following:
Notice of the Annual Meeting shall be published in the Council’s newsletter, posted on the Council’s web site, and offered to local news media, not less than ten (10) days before its date.
Revise the text of Article VIII (Amendments) to reflect the same change of notice as Article VII
Amendments to the Constitution and Bylaws may be adopted by a two-thirds majority of voting members at a meeting of the general membership. The amendment(s) to be considered will be announced and publicized in the Ithaca Journal and, if possible, the Danby Area News, at least ten (10) days in advance of the meeting date.
To the following:
Amendments to the Constitution and Bylaws may be adopted by a two-thirds majority of voting members at a meeting of the general membership.
The amendment(s) to be considered will be announced in the Council’s newsletter, posted on the Council’s web site, and offered to local news media, not less than ten (10) days in advance of the meeting date.
Discussion:
The world has changed a lot during the last decade.
The Community Council has relied on Public Service Announcements (PSAs) to satisfy this requirement and will continue to do so.
The Ithaca Journal is sold locally, but is no longer a local newspaper. The Journal no longer publishes Letters to the Editor, PSAs, or even its traditional weekly column devoted to Danby events and people.
At the same time, the go-to information source for many Danby residents has become web sites and social media on the internet.
A constant throughout this period has been the DCC newsletter, which is published monthly and is delivered to every resident of Danby.
These amendments modernize the notification process to reflect real-world conditions. The second amendment also separates unrelated requirements into two paragraphs.