Founding Legislation
Suffolk County
Nassau County
Bylaws
Article I - Legal Basis
Article II – Name
Article III – Mission, Powers and Duties
Article IV – Organization
Article V – Funding
Article VI – Council Administration
Article VII – Duties
Article VIII – Meetings
Article IX – Amendments to the Bylaws
Article X - Rules of Order
Article XI – Fiscal Matters
Article XII – Corporate Seal
Article XIII– Indemnification; Limitation of Liability
Article XIV – Notices
The entity is a New York State municipal corporation, established under New York
State General Municipal Law Section 239-h and Nassau County Ordinance Number 129-2007
and 115-2008 and Suffolk County Ordinance Number 636-2005 and 1097-2007 (collectively,
the “Enabling Laws”).
The name of this entity shall be The Long Island Regional Planning Council (“LIRPC”
or the “Council”).
The Council’s mission is to represent the various interest and needs of Long Islanders
in providing education, research, planning, advocacy, and leadership for the Nassau-Suffolk
Region on important issues affecting the quality of life on Long Island for the
express purpose of promoting the physical, economic and social health of the Region.
The powers and duties of the Council are derived from the Enabling Laws.
Section 401 - Full Voting Members
Full voting members of the Council are selected and appointed in accordance with
the Enabling Laws. Such members may not appoint delegates to attend any meetings
or executive sessions, or vote on any matters in their stead.
Section 402 - Officers
The officers of the Council shall include a Chairperson, Vice Chairperson, Secretary,
and Treasurer. Ex-officio members are not eligible to be officers. The officers
shall be determined by a majority of the voting members at the first duly constituted
meeting at the beginning of each calendar year. Each officer shall have an initial
term of one (1) year but may continue to serve in such term or terms as determined
by the voting members of the Council.
No person shall be precluded from serving as a member of the Council solely because
they are an appointed official of a municipality.
Section 403 - Ex-Officio Members
Ex-officio members of the Council shall be appointed in accordance with the Enabling
laws. Ex-officio members may participate in the deliberations of the Council, may
appoint designees to attend meetings in their stead, and may attend all public meetings
and executive sessions, including attorney-client privileged discussions. Ex-officio
members shall not have any voting privileges.
Section 404 – Executive Committee
The Executive Committee shall consist of the Officers.
The purpose of the Executive Committee shall be long-range planning and leadership
as well as management of the Council between regular meetings of the Council. In
the absence of the full Council, the Executive Committee may make such administrative
decisions as required to maintain continuous operations of the Council.
Section 405 – Standing Committees
There shall be three standing committees: Audit & Finance Committee, Personnel Committee,
and Program/Project Review Committee.
Standing Committee Chairs and members of the Standing Committees shall be appointed
at the first duly-constituted meeting at the beginning of every calendar year by
the Chairperson of the Council and approved by a majority vote of the Council at
a public meeting.
Section 406 - Special Committees and Task Forces
In addition to the Standing Committees, the Council may appoint, empower, dissolve
or remove special committees or task forces for the purpose of addressing specific
problems or fostering cooperative efforts. The Special Committee or Task Force purposes
shall be determined by a majority vote of the Council members.
Special Committee and Task Force Chairs and members of any Special Committee or
Task Force shall be appointed by the Chairperson of the Council and approved by
a majority vote of the Council at a public meeting.
Section 407 – Officer and Committee Chair Vacancies
All vacancies for officers and committee chairs shall be filled in accordance with
this Article at the next public meeting.
Section 408 - Removal of Members
Council members may be removed from their appointments in accordance with the Enabling
Laws.
The Chairperson will notify the appropriate executive and legislative body when
any Council member has more than two (2) unexcused absences from regular Council
meetings and may recommend that the Council member be replaced.Top
Funding for the Council will be provided by both Nassau and Suffolk Counties pursuant
to the Enabling Laws, and any other applicable laws or agreements.
The Council also may solicit, receive and expend public and private funds for its
approved purposes in accordance with the Enabling Laws.
Section 601 – Employees and Independent Contractors
Employees of the Council shall include an Executive Director, a Deputy Executive
Director and other necessary employees and independent contractors as authorized
by the Enabling Laws and the Council.
Section 602 – Policies and Procedures
The Council shall adopt, by a majority vote, personnel policies and procedures.
Any material changes to such policies and procedures must be approved by the Personnel
Committee.
Section 603 - Council Member Reimbursement
Council members shall receive no salary or compensation for their services as members
of the Council, but may be reimbursed for authorized, actual and necessary travel
and other expenditures.
Section 604 - Training
Immediately upon appointment, Council members may be required to obtain certain
training or education. All voting members of the Council shall complete, at a minimum,
four (4) hours of training each year in accordance with the Enabling Laws. To be
eligible for re-appointment to the Council, a Council member shall have completed
the training in accordance with the requirements of this section. The training required
by this section may be waived or modified by resolution of the Council when, in
the judgment of the Council, it is in its best interest to do so.
Section 605 - Attendance Requirements
All Council members are required to attend all regular Council meetings. Each Council
member may have no more than two (2) unexcused absences in any calendar year before
action to recommend removal of the member from the Council may be taken.Top
Section 701 - Chairperson
The Chairperson shall:
a. Call all Council meetings;
b. Preside at all regular Council meetings and Executive Committee meetings;
c. Present at each annual meeting an annual report of the work of the Council;
d. See that all books, reports and certificates required by law are properly kept
or filed;
e. Be one of the officers who may sign the checks or drafts of the Council;
f. Have such powers as may be reasonably construed as belonging to the chief executive
of any regional planning council.
Section 702 - Vice-Chairperson
In the absence of the Chairperson, or in the event of his/her inability or refusal
to act, the Vice-Chairperson shall perform the duties of Chairperson of the Council,
and when so acting, shall have all the rights, privileges and powers of, and be
subject to all the restrictions of, the Chairperson. The Vice-Chairperson shall
perform such other duties as from time to time may be assigned to him/her by the
Chairperson.
Section 703 - Executive Director
The Executive Director shall have the responsibility for the general management
of the affairs of the Council, and shall carry out the resolutions of the Council.
In addition, the Executive Director’s duties shall include taking the lead for:
a. The preparation and maintenance of the Business Plan for the Council, and assisting
the Council in setting goals and performing the work set forth in the Business Plan,
including but not limited to drafting annual reports, financial reports of revenues
and expenses, and any other reports mandated by law and by the Council;
b. The preparation and maintenance of a Long Island Regional Comprehensive Plan;
c. The development of plans for the application for and receipt of federal, state,
local and private funding and grants;
d. Providing monthly written reports to the Council, detailing work and activities
for the prior month and projecting both short and long term work and activities;
and
e. Maintaining internal records accounting for all activities performed on behalf
of the Council.
Section 704 - Deputy Executive Director
The Deputy Executive Director shall carry out all such duties and responsibilities
as directed by the Executive Director, and the resolutions of the Council in the
absence of the Executive Director.
Section 705 - Treasurer
The Treasurer’s duties shall include:
a. Such duties as are assigned by applicable law, these bylaws and the Council;
b. Chairing the Audit and Finance Committee;
c. Managing the Council’s financial affairs, including an Annual Audit, and timely
distributing summary reports of such matters to the Council;
d. Having the care and custody of all monies belonging to the Council;
e. Causing to be deposited in designated bank(s) all Council funds;
f. Being one of the officers required to sign checks or drafts of the Council;
g. Rendering at stated periods as the Council shall direct a written account of
the finances of the Council, such reports to be physically affixed to the minutes
of the Council of the next public meeting; and
h. Exercising all duties incident to the office of Treasurer of a regional planning
council.
Section 706 - Secretary
The Secretary’s duties shall include:
a. Such duties as are assigned by applicable law, these bylaws and the Council;
b. The responsibility for all notices, books, records, documents and minutes for
the Council;
c. Being the official custodian of the records and seal of this Council;
d. Filing any certificate required by any applicable law;
e. Giving and serving all notices to the public;
f. Being one of the officers required to sign the checks and drafts of the Council;
g. Presenting to the Council at every meeting any communications addressed to the
Council or the Secretary of the Council; and
h. Exercising all duties incident to the office of Secretary to a regional planning
council.
Section 707 - Committee Chairpersons
The Committee Chairpersons shall call meetings of their committees as needed and
report back to the Council at a public meeting.
Section 708 - Audit and Finance Committee
The Audit and Finance Committee shall develop, review and recommend to the Council
an annual budget. It shall assist with and advise the Council on the Council’s Annual
Audit. It shall report to the Council annually in writing of all Council assets
and expenditures, including all procurements for goods and services.
The Audit and Finance Committee shall report the Council’s financial affairs to
the Council at every scheduled public meeting, and oversee all Council financial
matters, including all procurements. The Committee shall ensure that all procurements
comply with all applicable legal requirements and, to the extent practicable, provide
for the competitive solicitation of goods and services.
Section 709 - Personnel Committee
The Personnel Committee shall develop, administer, review and recommend changes
to the Council’s personnel policies and practices.
Section 710 - Program/Project Review Committee
The Program/Project Review Committee shall develop, administer, review and recommend
changes to the Council's annual work and/or business plan and regionally significant
project review policies.
Section 711 - Code of Ethics, Conflicts of Interest
The Council shall adopt a Code of Ethics. At a minimum, this Code of Ethics must
meet the minimum requirements of relevant Nassau and Suffolk County Codes and requirements.
Whenever any Council member or employee has a personal or financial interest with
any individual, partnership, firm or corporation seeking to do business with the
Council, or has a personal or financial interest in a project of which the Council
will be taking a public stand or is an involved party, such person shall state on
the record the nature of his or her interest, refrain from exercising undo influence
with respect to such contract or project, and shall not vote on related motions.
In the event a Council member is uncertain whether he or she has a conflict of interest
in or is challenged in any matter, the Council shall state, for the record, its
position as determined by a roll call vote.
Top
Section 801 - Council Meetings
The Council’s regular meetings shall be held at least monthly, on dates determined
by the Council at its annual meeting and at a time and place to be determined by
the Chairperson. Changes from this regular meeting schedule may be made when necessary
by the Chairperson.
Section 802 - Special Council Meetings
Special meetings of the Council may be called by the Chairperson. In addition, special
meetings shall be called if requested in writing by a majority of the voting Council
members.
Section 803 - Annual Meeting
An annual meeting shall be held at the first duly constituted meeting at the beginning
of each calendar year to conduct annual business, including election of officers
and selection of committee chairs.
Section 804 - Notice of Meetings
All meeting notices shall be distributed in accordance with New York Public Officers
Law Article 7 (the Open Meetings Law). In addition, at least seven (7) days written
notice of all regular meetings of the Council shall be distributed, along with a
tentative agenda, to all Council members, Council staff, the County Executives of
Nassau and Suffolk Counties, the Legislatures for Nassau and Suffolk counties, Newsday,
the Long Island Business News, and any other news media requesting such notice.
Notices for all meetings shall also be posted on the Council’s website.
Section 805 - Minutes of Meetings
Minutes of all meetings of the Council shall be recorded and filed by the Secretary
or the Secretary’s designee. Draft copies of all meeting minutes shall be provided
to all Council Members prior to the next-scheduled regular meeting. Minutes shall
be adopted by a majority vote of the voting members of the Council at a constituted
regular meeting, and filed in the Council’s office, available for inspection by
the public, within seven (7) days of such meeting. Adopted minutes shall also be
posted on the Council’s website.
In lieu of minutes, the Council may have verbatim transcriptions taken.
Section 806 – Quorum and Voting
A quorum of the Council shall consist of the number of members required by the Enabling
Laws.
Section 807 - Voting requirements
Every motion or resolution of the Council shall require for its adoption the affirmative
vote of a majority of the voting members of the Council present at a duly constituted
public meeting.Top
Upon the authorization of the Executive Committee, or upon a resolution duly adopted
by the Council, any proposed amendments to these bylaws shall be presented to the
Council at a public meeting. Any proposed amendment to these bylaws shall first
be sent to the Council in preliminary form for consideration and comment for a period
of not less than thirty (30) days. Not later than thirty (30) days after this period,
the Executive Director shall submit to the Council a report summarizing the comments
received and the recommendations of the Executive Committee.
Adoption of any amendment(s) to the bylaws shall require the affirmative vote of
two-thirds (2/3) of the voting members of the Council at a duly constituted regular
meeting.
To the extent practicable, meetings of the Council shall follow the current Roberts
Rules of Order to the extent that such rules of order are not inconsistent with
these bylaws.
Section 1101 - Fiscal Year
The fiscal year of the Council shall be fixed as a calendar year, but and shall
be subject to change by the Council.
Section 1102 - Bonding
All persons with fiduciary responsibilities assigned by the Enabling Laws or the
Council shall be bonded for the faithful performance of duties in an amount to be
approved by the Council. The premiums and any other costs incurred for such a bonds
shall be paid from Council funds.
Section 1103 - Contracts
A majority vote of the voting Council members must approve all contracts entered
into on behalf of the Council for all Council financial commitments greater than
one thousand dollars ($1000.00). Council members may authorize by a vote any officer
or officers, agent or agents of the Council, in addition to the officers so authorized
by these bylaws, to enter into such approved contracts or execute and deliver any
Council-authorized instrument in the name of and on behalf of the Council.
Section 1104 - Checks and Drafts
All checks, drafts or orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the Council shall be signed by such officer
or officers, agent or agents of the Council and in such manner as shall from time
to time be determined by resolution of the Council. In the absence of such determination
by the Council, such instruments shall be signed by the Treasurer and countersigned
by the Chairperson of the Council.
Section 1105 - Deposits
All checks and cash funds of the Council shall be deposited from time to time, but
in no event less than weekly, to the credit of the Council in such banks, trust
companies or other depositories as the Council may select. The Council may withhold
up to one- hundred dollars ($100.00) in petty cash in a locked safe deposit box
in the Executive Director’s designated office.
Section 1106 - Books and Records
The Council shall keep books and records of account and minutes of all proceedings
of the Council, and its committees, at the designated office of the Executive Director.
The Council shall also make available for inspection at such office a record containing
the names and business address of all officers and Council members.
Section 1107 - Annual Report and Audit
The Council shall prepare an annual report and annual audit in accordance with the
Enabling Laws.
Section 1108 – Gifts
Upon a majority vote of the Council, gifts may be accepted by the Council for the
general purposes or for any special purpose of the Council.Top
The Corporate Seal shall be in such form as the Council members shall prescribe.
The Council shall indemnify the Council members and may limit personal liability
of its members to the fullest extent permitted under the Enabling Laws and any other
applicable laws of the State of New York.
Council members may appoint the Secretary or any other officer to cause to be prepared
and furnished to Council Members entitled thereto any special notice which may be
required hereunder or by any provision of law.
Adopted by resolution of the Council on December 9, 2008.