By-Laws of the Central New York Regional Planning and Development BoardARTICLE I. TITLE The name of the organization shall be the Central New York Regional Planning and Development Board. ARTICLE II. PURPOSE The purposes of the Board shall include, but not be limited to, the following:
ARTICLE III. MEMBERSHIP SECTION 1. COMPOSITION – The membership of the Board shall be limited to 35 members. The Board shall consist of seven (7) voting members from each of the member counties. A “MEMBER COUNTY” is defined as a county that is a signatory to the joint resolution that serves as the operating membership document of the CNY RPDB. In addition, said county shall be deemed to be an active and full dues paying participant in the Board’s program. Each member-county shall have seven (7) members, whose suggested composition is as follows:
SECTION 2. APPOINTMENTS – The members of the Board from each of the member counties shall be appointed by their respective county legislative chairs, with the exception of Onondaga County in which the appointments will be made by the County Executive. SECTION 3. TENURE – Individuals named members of the Board by virtue of their specific county office, and city, town and village elected officials named to the Board, shall serve for the duration of their elected or appointed terms, or for three years, whichever period expires first. Appointed citizen and at-large representatives shall serve for a three-year term. When appointments and/or reappointments have not occurred in a timely fashion, the current member shall continue to serve until reappointed or replaced. Membership on the Board is not subject to term limits. SECTION 4. VACANCIES – Any county member vacancies that occur on the Board shall be filled by action of the respective county’s chief elected official. SECTION 5. DESIGNEES – A permanent, voting designee shall be allowed for the county legislative chairs, the county legislative planning chair (or the equivalent committee chair ). Such a designee shall be a member of the body of which the appointing officer is a member. SECTION 6. COMPENSATION – In accordance with Article 12-B, Section 239, of the NYS General Municipal Law, members of the Board shall receive no salary or compensation for their services as members of said Board. However, members shall be reimbursed for extraordinary expenses actually and necessarily incurred in the performance of activities authorized by the Board, in accordance with the Joint County Resolution Authorizing County Participation in the Establishment of a Regional Planning Board in Central New York. SECTION 7. PARTICIPATION – The Board requests and expects all of its members (appointed and ex-officio) to be ACTIVE participants. The Chair of the Board shall be notified of the absence of any member from three consecutive meetings without reasonable advance notice or good cause. If absences persist, the Chair shall have the authority to request the respective county legislative chairs/executive to ask for the resignation of the member in question in order that a new Board member can be appointed who will be able to meet the requirements of membership. SECTION 8. INDEMNIFICATION – The Board shall save harmless and indemnify any person (or his or her estate) who serves or shall have served as a member, officer, or employee of the Board, or of a subsidiary of the Board, against financial loss or litigation expense incurred in connection with any claim, demand, suit, action, or proceeding, whether civil or criminal, or the defense thereof, and arising out of (a) any transaction of the Board or of a subsidiary, or (b) any act or failure to act by any such member, officer, or employee while engaged in the discharge of his or her duties on behalf of the Board or its subsidiaries, or the discharge of his or her duties as a fiduciary of a benefit plan for Board employees or employees of a subsidiary of the Board. In the event any such claim, demand, suit, action, or proceeding shall occur, such member, officer, or employee shall be saved harmless and indemnified as herein provided, unless such individual is found by a final judicial determination not to have acted in good faith, for a purpose which he or she reasonably believed to be in the best interest of the Board or of its subsidiaries, and, in criminal actions or proceedings, in addition, not to have had reasonable cause to believe that his or her conduct was lawful. The provisions of this Section 8 shall not enlarge or diminish the rights of any other party, and shall not impair, limit, or modify the rights and obligations of any insurer under any policy of insurance. Except in a criminal proceeding, the foregoing shall be conditional on (a) the prompt delivery to the Board of a copy of the summons, complaint, process, notice, demand letter, or pleading commencing any such claim, demand, suit, action, or proceeding, (b) a contemporaneous offer to name counsel to the Board as counsel to the said member, officer, or employee in the defense of such claim, demand, suit, action, or proceeding, and (c) the full cooperation of the said member, officer, or employee, in the event the offer is accepted, in the making of such defense. The provisions of Section 18 or any other provision of the NYS Public Officers Law or other applicable law relating to defense and indemnification are also applicable and available to the Board’s members, officers, and employees. In the event of any conflict between the provisions of these By-Laws and those of such Section 18 of the NYS Public Officers Law or other such law(s), the provisions, which afford the greater protection to such members, officers, and employees, shall control. ARTICLE IV. OFFICERS SECTION 1. TITLES – The officers of the Board shall be the Chair and four (4) Vice Chairs, representing each of the five Central New York member counties; and the Secretary-Treasurer, and shall comprise the Board's Administrative Committee as described in Article VI, Section of these By-Laws. The immediate past Chair shall also serve as an ex-officio member of the Administrative Committee until a new Chair is elected. SECTION 2. DUTIES – The Chair shall preside at all meetings of the Board and shall be the Board's primary spokesperson to the membership and the media on all policy matters. The Chair shall call all special meetings of the Board, shall appoint all committees and serve as the Board's primary link to the Executive Director. A Vice-Chair, so designated by the Chair , shall perform the duties of the Chair in case of the Chair's temporary absence and shall perform such other duties as the Chair may request. The Secretary-Treasurer shall review all financial records of the Board's operations, shall review all records of all meetings of the Board and its committees, and shall perform such other functions, as may be incidental to the office. SECTION 3. ELECTION – A Nominating Committee shall be appointed by the Chair in September of each year and shall consist of five Board members, one from each of the member counties. The Chair of the Nominating Committee shall be elected from among its members. The Nominating Committee shall present to the Board in writing its slate of officers at least 30 days prior to the annual election for purposes of review. Election shall be the voice vote at the annual meeting of the Board. Election shall be the majority of quorum. SECTION 4. TENURE – The term of office in each case shall be for a period of one year, beginning on the first day of January and shall terminate on the last day of that year. SECTION 5. VACANCIES – In the event of a vacancy in the Office of the Chair, the most senior Vice-Chair (measured in terms of tenure on the Administrative Committee) shall chair the next full Board meeting, at which a new Chair shall be elected by the full Board for the balance of the term. All other office vacancies shall be filled for the unexpired term by appointment of the Chair, with the full Board concurring. ARTICLE V. MEETINGS All meetings of the Board shall be public in accordance with Section 80 of the NYS Public Officers Law. SECTION 1. REGULAR – Regular meetings of the Board shall be held on a bimonthly basis on the third Wednesday of every other month, unless otherwise ordered by the Chair. During the months when the full Board does not meet, specific Board program committee meetings will be held (e.g., Economic Development, Environmental/Water Resources Management, and Land Use and Transportation). SECTION 2. ANNUAL – An annual meeting and election of officers of the Board shall be held in December of each year. SECTION 3. SPECIAL – Special meetings of the Board may be held by order of the Chair. SECTION 4. NOTICE OF MEETINGS – Notice of each regular meeting and minutes from the previous meeting will be mailed seven days prior to the meeting. Scheduled meetings will also be posted on the Board’s web site. SECTION 5. QUORUM – A total of one-half plus one of the entire Board membership shall constitute a quorum for the transaction of any business or for the exercise of any power or function of the Board. One half plus one of the members present is needed to pass any issue. ARTICLE VI. COMMITTEES SECTION 1. ADMINISTRATIVE COMMITTEE – The six Board officers and immediate past chair, as outlined in Article IV, Section 1 of these By-Laws, shall compose a standing committee called the Administrative Committee, and shall represent each of the five member counties, and shall have the responsibility of providing guidance to the Executive Director in administrative, personnel, and financial matters. SECTION 2. OTHER COMMITTEES
ARTICLE VII. STAFF SECTION I. EXECUTIVE DIRECTOR – The Administrative Committee shall recommend to the full Board an Executive Director who shall be the administrative head of the Board. The Executive Director shall report to the Board and serve at its pleasure. The Executive Director shall have the following qualifications at the time of this original appointment: be qualified by personal attributes, education, training, and experience to administer a regional planning program for a large metropolitan area, and have at least five years experience in a responsible position in urban and/or regional planning or the equivalent. The Board shall be the sole judge of such equivalent qualifications. Selection procedures shall be established and followed by the Administrative Committee upon approval of the full Board. Ultimate appointment shall be determined by the full Board. SECTION 2. OTHER STAFF – All other staff members shall be appointed by the Executive Director upon notification of the Administrative Committee, in accordance with the personnel policies and job requirements adopted by the full Board. ARTICLE VIII. FINANCES AND CONTRACTS The Board shall prepare and adopt annually an operating budget to carry out its responsibilities. The preliminary budget shall be prepared and approved by the Administrative Committee prior to the first day of July of each year for the ensuing fiscal year (calendar year) and shall be submitted to each member county at the appropriate time, and shall be adopted at the Board's annual meeting in December. In determining each membercounty's share of the annual budget, after deduction of state and federal aid and other receipts, the following formula shall be used:
No member county shall be charged with any expense incurred by the Board except as herein provided. The Chair, the four (4) Vice-Chair, or Secretary-Treasurer have the authority to co-sign checks with the Executive Director to make disbursements on behalf of the Board. Two authorized signatures of the above individuals shall be required to draw checks on behalf of the Board. The Secretary-Treasurer of the Board, elected annually, shall act as the chief fiscal officer of the Board and shall report monthly to the Administrative Committee on the financial status of the Board. Except as otherwise required by law or provided for by the Board, all contracts, agreements, and documents requiring the approval of the Board, when approved, may be executed on its behalf by the Chair or Executive Director of the Board who is also authorized to negotiate and execute all further contracts, agreements and documents for the general administration of Board programs and proposes, subject to the review and approval of the Administrative Committee. The Executive Director is also authorized, consistent with the adopted annual budget, to procure materials, supplies, equipment, and general services without approval of the Board’s Administrative Committee, except in the case of purchases (including leases) of any goods or services, which can reasonably be expected to exceed $5,000. ARTICLE IX. PARLIAMENTARY AUTHORITY The rules contained in the current edition of Roberts Rules of Order prevail in any and all situations that are not covered by these By-Laws. ARTICLE X. BY-LAWS SECTION 1. ENACTMENT – These By-Laws can be amended at any regular meeting of the Board by a two-thirds vote, providing that the requested amendment has gone through the amendment process. SECTION 2. AMENDMENT PROCESS – A member of the Board may initiate an amendment to the By-Laws by submitting a written request for amendment at any full Board meeting. Thereafter, the chair of the Board will appoint an ad hoc By-Laws Committee, which will include a Board member from each of the member counties, and a member of the Administrative Committee. This By-Laws Committee will then review and consider the proposed By-Laws amendment(s) before presenting it for vote to the full Board at the next regular meeting. An amendment request must be received in writing 30 days prior to the next scheduled meeting, when the full Board will vote. 20 October 2006 |
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Central New York Regional Planning & Development Board,
100 Clinton Square, Suite 200,
126 North Salina St.,
Syracuse, NY 13202 phone: (315) 422-8276 fax: (315) 422-9051 mail @ cnyrpdb.org |