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TTN Restates Its Corporate Bylaws

February 25, 2014

As part of the strategic planning process, the Governance Committee was charged with reviewing our bylaws, processes and policies to ensure that they reflect our organization and not-for-profit best practices.   After careful review, the Board of Directors voted to approve TTN’s revised Bylaws on February 10, 2014. 
Bylaws are the rules that govern the internal management of an organization.  They are created during the incorporation phase and are typically reviewed from time to time.  TTN is one corporation – The Transition Network, Inc. - incorporated in the State of New York under the state’s not-for-profit corporation laws.  It has tax exempt status under section 501(c)(3) of the Internal Revenue Service Code.
Bylaws typically address corporate formalities and procedures such as the number, election, term and responsibilities of directors and officers, frequency of board meetings, which committees will be formed, and a general outline of the purpose of the corporation.  They provide a framework for the Board to make decisions about the direction of the organization and afford flexibility to the Board to consider/adopt/change policies and procedures for the conduct of the organizations “business” and mission.
Some of the changes in the bylaws include:
  • The Board may include up to 18 directors and are expected to make a minimum financial contribution to the organization annually.
  • An Audit & Finance Committee and Nominating & Governance Committee shall be formed and shall have specific responsibilities and authority.
  • Other committees may also be formed as needed, and members may be drawn from chapter membership or other qualified candidates from the community at large.
  • A provision for Directors & Officers Insurance
  • Miscellaneous quorum and voting rules
Updating the bylaws is important because it assures that the directors and officers who have the fiduciary responsibility for the affairs of the organization, are keenly aware of the rules by which the corporation needs to conduct its business.
A copy of the restated bylaws is available in the Resource section of the website.  Only active members who are logged into the website will be able to view this material.