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By-Laws

Laws Governing the Conduct of Business for the
South Western Regional Planning Agency

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Article I - Name

The name of this Agency shall be the "South Western Regional Planning Agency."

Article II - Purpose

The South Western Regional Planning Agency ("the Agency") shall have such rights, powers and duties as are conferred upon it by the regional planning provisions of the General Statutes of the State of Connecticut and any amendments thereto.

Article III - Membership of Agency

The Representatives of the Agency shall be those individuals elected or appointed by the cities of Norwalk and Stamford and the towns of Darien, Greenwich, New Canaan, Weston, Westport and Wilton, as specified by the ordinances of the aforementioned towns and cities adopting the regional planning provisions of the General Statutes of the State of Connecticut.

Number of Representatives: Each member municipality shall appoint no fewer than two (2) Representatives to the Agency. Member municipalities shall be entitled to appoint additional Representatives at the ratio of one Representative for each fifty thousand (50,000) of population or fraction thereof over and above a population of twenty-five thousand (25,000) as determined by the last-completed U.S. Census of Population and Housing. Where a planning commission exists in a member municipality established under the provisions of the General Statutes or any special act, at least one (1) Representative shall be appointed by such planning commission. The other Representative(s) shall be elected or appointed in the manner provided by ordinance adopted by the legislative body of that member municipality. All matters regarding the number of Representatives not addressed in these By Laws, or inconsistent with these By Laws, shall be in accordance with Chapter 127, Section 8-31a of the General Statutes.

The city, town or borough clerk of each municipality adopting the regional planning provisions of the General Statutes shall file with the Secretary of the Agency a certified copy of the ordinance passed by the legislative body of the city, town or borough. At the time of an appointment or reappointment to the Agency, the city, town or borough clerk shall file with the Agency a certificate of election, or appointment of the Representatives to the Agency as specified by the regional planning provisions of the General Statutes.

In the event an Agency Representative chooses to resign from the Board, s/he shall submit a letter of resignation directly to the authority that appointed her/him to the Agency Board. A copy of said letter of resignation shall be filed with the Secretary of the Agency.

By the last business day of every January, the Executive Director of the Agency shall send to the appointing authorities, or to the cities, towns or borough clerks in the case of elected Representatives to the Agency, the attendance record of all Agency Representatives for the preceding calendar year.

The Secretary of the Agency shall be the keeper of such statements of certification and official membership.

Article IV - Meetings of the Agency

Unless otherwise specified by resolution of the Agency, the annual meeting of the Agency shall be held on the first business Monday in January of each year. The election of officers shall be held at the annual meeting of the Agency.

Unless otherwise specified by resolution of the Agency, the draft budget shall be presented at the meeting of the Agency held on the first Monday in December of each year. The final budget shall be submitted for approval at the following June meeting of the Agency.

All other meetings of the Agency shall be held by call of the Chairman or by petition to the Secretary of the Agency from those individuals making up twenty percent (20%) of the Representatives of the Agency and representing three (3) or more municipalities, or upon petition of a majority vote of the members of the Executive Committee of the Agency.

Call of meetings: Each Representative to the Agency shall be sent notices of meetings, in writing, postmarked or sent electronically at least ten (10) days before said meeting date. The Executive Director of the Agency, in sending out notices of meetings, shall include the time and place of meeting. Notices of meetings and other communications shall be sent to a postal or electronic address specified by each Representative of the Agency as her/his official address for the business of the Agency.

Quorum: For the conduct of business at meetings of the Agency, a majority of the entire number of appointed Representatives, representing no fewer than half the member municipalities of the Agency, shall be present.

Action of the Agency shall be by a majority vote of the Representatives to the Agency present and voting, provided, however, that adoption of a regional plan of conservation and development, or part or amendment thereof, shall be by the affirmative vote of not less than a majority of the Representatives to the Agency. At those times when, in the judgment of the Chairman and one other member of the Executive Committee, would make attendance at a regularly scheduled Agency meeting impracticable, and when critical, time-sensitive business is on the Agenda, a quorum of the Executive Committee plus at least one additional member shall be empowered to act on said business on behalf of the Agency. Such meeting may be conducted by telephone and the minutes shall be taken by the Executive Director, the Secretary or the Chairman's designee and be made available to the public. All business conducted in such a session shall be reported to the Board at the next meeting of the Agency at which there is a quorum.

The conduct of meetings not addressed in these By Laws shall be in accordance with the most recent edition of Robert's Rules of Order. .

Article V - Officers

Officers of the Agency shall include a Chairman, Vice Chairman, Secretary, and Treasurer, who shall be elected at the annual meeting of the Agency and shall serve until the next annual meeting of the Agency or until their successors have been elected. The officers shall be Representatives from four (4) municipalities. In the event that any vacancy shall occur in any office, a successor shall be elected at the next meeting of the Agency to serve the unexpired term.

Method of selection: At any time prior to the annual meeting, the Chairman shall appoint a Nominating Committee to be composed of a minimum of three (3) Representatives, not more than one (1) of whom shall be from the same municipality. At the annual meeting of the Agency, the Nominating Committee shall recommend a slate of officers, and other nominations may be made from the floor. All officers shall be elected by a majority vote of the Representatives present and voting at the annual meeting, provided that a quorum is present. In the event that three (3) or more persons are nominated for an office and no one (1) of them receives a majority vote on the first vote or ballot, if by ballot, the two (2) nominees who received the highest number of votes on the first vote or ballot shall then be considered to be the only nominees for that office and subsequent votes or ballots shall be held or cast until one (1) of them receives a majority vote as above provided.

Removal from office: Officers of the Agency may be removed from office by a vote of seventy-five percent (75%) of the Representatives of the Agency.

Chairman: The Chairman of the Agency shall be a duly elected or appointed Representative to the Agency. S/he shall preside at all meetings except that in her/his absence the Vice Chairman shall preside. When so directed by a vote of the Representatives of the Agency, the Chairman shall affix her/his signature to all reports, plans and publications that have been adopted by the Representatives of the Agency, and shall sign contracts in the name of the Agency when so authorized by the Representatives of the Agency. The Chairman may call meetings of the Agency as specified in Article IV, hereof. As a Representative to the Agency, the Chairman shall have the right to vote on all matters that may come before the Agency.

Vice Chairman: In the absence or incapacity of the Chairman, the Vice-Chairman shall assume the powers and duties of the Chairman. In the absence of both the Chairman and Vice Chairman, a temporary Chairman shall be elected by a majority of representatives present at a duly called meeting of the Agency at which a quorum shall be present.

Secretary: The Secretary of the Agency shall oversee the keeping of the official records of the Agency, including the official copy of the By Laws for the Conduct of Business. Such records shall be official records and as such shall be open to inspection at a reasonable time and place by the Representatives to the Agency and by the public. In the absence of the Secretary at any meeting of the Agency, the Chairman shall appoint a secretary pro tem.

Treasurer: The Treasurer shall oversee all money, property, and securities of the Agency. S/he shall ensure that all money so received is deposited to the credit of the Agency in a bank or banks selected by the Executive Committee. The Treasurer shall cause an accurate record of receipts and disbursements to be kept by Agency staff, and shall render a report thereon to each regular meeting of the Agency. S/he shall submit her/his books and records for annual audit under the provisions of the Municipal Auditing Act of the General Statutes of the State of Connecticut. S/he shall furnish bond in the amount established by the Agency, the cost of this bond to be paid by the Agency. In the event of the inability of the Treasurer to serve, the Executive Committee is authorized to appoint an Acting Treasurer who shall be covered by bond.

Article VI - Executive Committee

The Executive Committee of the Agency shall provide general oversight of the administration of the Agency. The Executive Committee shall be made up of the Chairman, Vice Chairman, Secretary, and Treasurer of the Agency, plus one Representative from each of the member municipalities not thus represented by any of the foregoing office holders. Each member of the Executive Committee shall be a resident of one of the constituent municipalities of the Agency such that each of the eight constituent municipalities is represented on the Executive Committee.

A majority of the membership of the Executive Committee shall constitute a quorum for the conduct of business. Meetings of the Executive Committee shall be called by the Chairman or by the Secretary upon written request of three (3) members of the Committee. The Executive Committee shall meet in open session, except for those purposes that are specifically exempt from the open meeting provisions of the Freedom of Information Act. At such times, the Executive Committee may convene an executive session. The call of meetings of the Executive Committee shall be postmarked or sent electronically at least five (5) days before the date of the meeting, except that special meetings may be called without written notice when all members of the Executive Committee sign a waiver of the call of the meeting.

Article VII - Committees

Standing Committees of the Agency shall include the Executive Committee, Finance Committee and Referrals Committee. Committee members shall be appointed by the Chairman to serve until the next annual meeting of the Agency or until their successors have been appointed. In addition to the Standing Committees, the Chairman may set up special committees as needed to serve until their mandate is achieved or until the Representatives of the Agency vote for the dissolution of that committee. Committee members shall elect their own chairman. The Chairman shall serve as an ex officio member of all standing and special committees, except the Nominating Committee.

Finance Committee: The Treasurer, as Chairman of the Finance Committee shall report at the annual and monthly meetings of the Agency and at such other times as the Chairman of the Agency shall direct. The Finance Committee shall make recommendations to the Agency as to the budget of the Agency and how monies shall be raised to carry out the work of the Agency. The Finance Committee shall supervise the annual audit of the financial statements of the Agency and shall be authorized to retain an auditor approved by the State of Connecticut Board of Accountancy.

Referrals Committee: The Referrals Committee shall, in a timely manner, review and comment on proposed municipal planning and zoning actions pursuant to Chapter 124 of the General Statutes. Such reviews shall be conducted in accordance with the Agency's "Procedures for Statutory and Non-Statutory Referrals." Upon action of the Board, the Referrals Committee shall be authorized to act on the Agency's behalf at such times deemed necessary and appropriate by the Board.

Upon request by any Standing Committee, or by any special committee of the Agency, the Chairman may appoint sub-committees to work with these committees as the need arises.

Article VIII - Reports and Plans

All reports and plans which are adopted by the Representatives of the Agency, including the annual report, shall be filed with the chief executive officers, municipal clerks, planning commissions and zoning commissions, if any, of all member municipalities. Such filings shall not include reports and plans which are incidental to the conduct of business of the Agency. Elements of the Plan of Conservation and Development, either by function or by geographical area, shall be subject to the approval of the Representatives of the Agency after a public hearing conducted by the Executive Committee, or a subcommittee thereof appointed by the Chairman. Notice of the time, place and subject of such hearing shall be given in writing to all members of the Agency, all planning and zoning commissions in the region, all chief executive officers of member municipalities, newspapers in the region, and to the Connecticut Office of Policy and Management. Notice of the time, place and subject of such hearing shall be published once in a newspaper or newspapers having a substantial circulation in the region. All notices of such public hearing shall be given not more than twenty (20) days nor less than ten (10) days before such hearing. A copy of the plan or of any amendments, adopted by the Agency under the provisions of Article IV of these By Laws, shall be transmitted to the chief executive officers, the municipal clerks and planning commissions, if any, of member municipalities and to the Connecticut Office of Policy and Management.

Article IX - Financing

Gifts, bequests or contributions may be accepted by the Representatives of the Agency at a duly called meeting of the Agency pursuant to Article IV of these By Laws, provided such gifts or contributions are to be utilized at the discretion of the Agency. Gifts or contributions may also be accepted for utilization in specific elements of the approved work program of the Agency.

The Executive Director may apply on behalf of the Agency for grants from the State or Federal governments when authorized by the Representatives of the Agency. Acceptance of approved grant requests shall include the authorization of the Board for the Chairman or Vice Chairman to sign such agreements or contracts with the State and/or Federal government as may be required by the State or the Federal government. When so directed by the Representatives of the Agency, the Executive Director shall affix her/his signature to executed grant agreements to accept funds on behalf of the Agency. (Amended March 1, 2004)

The Chairman, Vice Chairman, Treasurer and Executive Director shall be the authorized signers of checks for the expenditure of Agency funds. Expenditures shall be made by checks signed by two (2) of the authorized signers of funds.

Expenditures shall be made upon forms and by procedures approved by the Finance Committee of the Agency.

Article X - Staff and Consultants

Within the budget approved by the Representatives of the Agency, and in a manner prescribed by the Executive Committee in consultation with the Executive Director, staff and consultants may be employed to carry out the work of the Agency.

Executive Director: The Executive Director shall serve as chief executive of the Agency and shall conduct the day-to-day operations of the Agency and shall supervise the staff and consultants. S/he shall be a salaried employee of the Agency whose appointment shall be confirmed by a vote of seventy-five percent (75%) of the entire membership of the Agency. S/he shall report directly to the Executive Committee.

The Agency Employee Handbook shall guide the supervision, management and conduct of the Agency staff.

Article XI - Amendments

These By Laws may be amended by a vote of two-thirds (2/3) of the Representatives of the Agency present and voting at a meeting of the Agency described in Article IV above. Before the adoption of these By Laws or an amendment thereto, they shall be considered at a meeting of the Agency immediately prior to the meeting at which said vote shall be taken. Notice of adoption or amendment to the By Laws, stating the complete text of the adoption or amendment shall be sent to all members of the Agency as specified in Article IV above.

This revision of these By Laws shall become effective immediately upon their adoption by two thirds of the Representatives of the Agency.

 

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