RIRA Constitution and Bylaws (5/15/04)

Section 1, Function
Except as provided in Article IV, the Common Council (hereinafter sometimes referred to as the ‘Council’) shall be the governing body of RIRA and shall determine RIRA policies and coordinate, direct and administer their implementation.

Section 2, Membership
Membership in the Common Council shall be comprised of RIRA members of legal voting age who are either elected in RIRA elections, proportionately from the several voting Districts, or appointed, each as specified in the RIRA Bylaws. The total number of Council members and the proportional District representation shall be set forth in the Bylaws. The Council membership may be changed at any time by the Council by amendment to the Bylaws; provided however, that the Council shall be obligated to use a proportional method in proposing any change to Council membership which would have the effect of affecting the proportional representation of any District.

Section 1, Call for Meeting
A Town Meeting shall be called into session if (a) a majority vote of the members of the Common Council present and voting at a Council meeting at which a quorum is present call for a meeting, or (b) 100 members of RIRA of legal voting age petition to the Common Council for such a meeting. The petition may be given to any Common Council member, whose responsibility shall be to direct it to the Common Council Secretary for action. The Common Council’s call for a Town Meeting, or the petition, must specifically state the date, time and place of, the agenda for, and action requested to be taken at, the Town Meeting.

Section 2, Authority
At the Common Council meeting next following a Town Meeting at which a quorum was present and action taken, the Common Council shall resolve to enforce and/or implement such action to the fullest extent legally permissible, and shall determine the most practicable method by which such action shall be enforced and/or implemented.

Section 3, Notice
All Town Meetings shall be called with at least 15 days public notice unless the Common Council shall declare, by resolution at a duly convened meeting at which a quorum is present, that an emergency exists, in which case such shorter notice as determined by the Common Council shall be deemed sufficient; provided that public notice of Town Meetings called for purposes of amendment to the Constitution shall be as set forth in ARTICLE VIII. Notice of all Town Meetings shall be deemed sufficient if it consists of the publication of the meeting date, place and time, and the agenda, including proposed motions, on lobby bulletin boards in all residential buildings where permitted and on at least five Roosevelt Island kiosks.

Section 4, Waiver of Notice
Attendance of a person at a Town Meeting shall constitute a waiver of notice of such Meeting, except when such member of RIRA attends a Meeting for the express purpose of objecting, at the beginning of the Meeting, to the transaction of any business because he/she believes that the Meeting was not lawfully called or convened.

Section 5, Quorum
The quorum for the conduct of any business at any Town Meeting shall be 100 members of RIRA who are of legal voting age. When a quorum is present at a Town Meeting, it is not broken by the subsequent withdrawal of any such RIRA members. If a Town Meeting is called for the purpose of voting to create or modify a policy or to conduct any other business and a quorum is not present, the Common Council shall be thereafter empowered to establish such policy and conduct other such business as would otherwise have been conducted at such Town Meeting, but only in accordance with the provisions set forth herein and in the RIRA Bylaws.

Section 6, Voting
Each member of RIRA of legal voting age in presence at a Town Meeting shall have the right to cast one vote in person. Abstentions shall not be counted as a “vote cast,” either for or against any motion. All actions of a majority vote of all votes cast at a Town Meeting at which a quorum is present shall be the action of RIRA, except as otherwise set forth in ARTICLE VIII. No action may be taken at any Town Meeting on any action which was not specified in the published agenda.

Section 7, Other Conduct and Procedures at Town Meetings
Except as provided above, the conduct of, and procedures at, each Town Meeting shall be governed by the then-current edition of Roberts Rules of Order.

Section 1, Regular Elections
In each even-numbered year, there shall be an election of members of the Common Council, the President and Vice President to two-year terms. This election shall occur on the first Tuesday after the first Monday in November, i.e., on the regular election day for Federal and State offices. Election procedures, including nominations, campaign rules and balloting, will be held in accordance with RIRA Bylaws.

Section 2, Term of Office
The term of all Common Council members shall begin at the first monthly meeting after the elections, on a date determined by the outgoing Common Council.

Section 3, Eligibility
A person may be a candidate for a District Council seat and also for the office of President or Vice President at the same time; if a person is elected to both the District and an Island-wide position of President or Vice President, the District Council seat shall be filled by the runner-up in that District. There shall be no limit on the number of successive terms any Council Member or officer may serve. Only a resident of a District may be nominated and serve as Council Member from such District. To be eligible for election as President or Vice President, a person must have been a resident of Roosevelt Island for at least one year at the time of his or her election.

Section 1, RIRA Year
For the purpose of voluntary contributions and all other financial business, the close of the RIRA Year shall be 12:01 a.m. of December 1 of each year.

Section 1, Establishment of Bylaws
The Common Council shall establish such Bylaws, not in conflict with the Constitution, as may be necessary and proper for the governance of RIRA. In the event of conflict between any Bylaw and the Constitution, the provisions of the Constitution shall control.

Section 2, Adoption, Amendment or Repeal of Bylaws
Any Bylaw may be adopted, amended or repealed by the vote of at least two-thirds of the votes cast of the members of the Common Council at a duly convened meeting at which a quorum is present. No adoption, amendment or repeal of any Bylaw shall be voted on by the Common Council at the same meeting at which it is proposed. Each such adoption, amendment or repeal of a Bylaw shall be made available to RIRA in the method determined by the Common Council.

Section 2, Consideration and Voting
No amendment to the Constitution shall be voted on by the Common Council at the same meeting at which it is proposed, except as permitted by the fifth paragraph of this Section 2.

In the case of an amendment proposed by a Council member, the Council shall vote on the amendment at its next regular meeting. If at least two-thirds of the Council members present and voting approve the proposed amendment at a meeting at which a quorum is present, the Council shall call a Town Meeting at which time the amendment shall be considered and acted upon. Enactment of an amendment at such Town Meeting shall require a majority vote of all votes cast at a Town Meeting called for such purpose at which a quorum is present.

In the case of an amendment proposed to the Council by a petition of RIRA members, the Council shall call a Town Meeting within 15 days at which the amendment shall be considered and acted upon. Enactment of such amendment shall require at least a two-thirds vote of all votes cast at a Town Meeting called for such purpose at which a quorum is present.

In either case, the Common Council shall make available to the members of RIRA a copy of any proposed amendment at least 15 days prior to the Town Meeting at which it will be considered, in the manner set forth in ARTICLE IV, Section 3.

In the case of any amendment brought to the Town Meeting on which a vote cannot be taken due to the absence of a quorum, the Common Council shall vote on such amendment at its next meeting. Any amendment so brought to the Council shall require at least a two-thirds vote of Council Members present and voting for ratification at a meeting at which a quorum is present.

1. Common Council – Legislative body of RIRA. The Common Council meets regularly to discuss and vote on issues of relevance to the community.

2. Council Officers– Council President, Vice President, Secretary, Treasurer and Committee Chairs.

3. District Representative – Council Members elected to represent local residential districts.

4. Alternates – Candidates who run for District Representative positions that do not receive sufficient votes for elective office.

5. Majority vote – a vote in which the number of Aye votes exceeds the number of Nay votes on a matter properly presented at a duly convened meeting at which a quorum is present. Abstentions shall not be counted as a vote cast either for or against any motion.

6. Two-Thirds vote – a vote in which at least two-thirds of the votes cast are in favor of a matter properly presented at a duly convened meeting at which a quorum is present. Abstentions shall not be counted as a vote cast either for or against any motion.

These Bylaws set forth provisions relating to the composition of the Common Council, the conduct of meetings and the management of the Common Council, the officers and committees of the Common Council, and the conduct of elections for Common Council. In the event of conflict between any Bylaw and the RIRA Constitution, the provisions of the Constitution shall control.

Section 1, Membership
(a) There shall be 31 Common Council Members elected by District. The following table details the Districts and number of Council Members:

(b) The President and Vice President shall be selected by an Island-wide election and shall be voting Members of the Common Council.

(c) Each Council Member shall also serve as member or chair of at least one RIRA committee or as an officer of RIRA. Each Alternate shall serve as member of at least one RIRA committee.

Section 2, Quorum
For all meetings of the Common Council, the quorum shall be the presence of at least one-half plus one of the current Membership.

Section 3, Meetings
The Common Council shall meet at least once each month on a regularly scheduled basis at least during the months from September through June. Additional meetings of the Council may only be called by the President or upon the petition of five Council Members. All meetings of the Council shall be open to the public and the first fifteen minutes of each meeting shall be open for public questions and comment. However, the Council may be called into executive session by a two-thirds vote of the Council Members. Executive sessions are not open to the public and no votes may be taken at any executive session.

Section 4, Motions by Mail
When the Common Council is not is session, matters that require a vote may be raised by the President or at the request of at least five Members of the Council. Such matters shall be communicated to Members via email, mail, doorstation delivery or doordrop delivery. Approval, in writing, of more than half of the Council Membership is required to approve any such matter. However, if five Members of the Council register an objection to the President or Secretary about this vote, a Council meeting will be called.

Section 5, Notice of Meetings
It shall be the responsibility of the Secretary to notify Council Members of all meetings. It shall be the responsibility of the Vice President to provide notification of Council meetings to the general community. Minimal notice requires posting on at least five kiosks or a statement in a local newspaper.

Section 6, Rules of Procedure
Except as elsewhere provided herein, all meetings of the Common Council shall be governed by the then-current edition of Robert’s Rules of Order. Except as elsewhere provided herein, all actions of the Common Council shall require Majority vote (as defined in Article I).

Section 7, Vacancies
In the event of the resignation, a move from Roosevelt Island, expulsion or death of any elected Council Member, the position shall be filled in the following order:

c) If no recommendation has been made pursuant to (b), in the Council meeting following the creation of the vacancy, then by written recommendation by the Building Committee or Board of Directors for that District.

d) If no recommendation has been made pursuant to (c) within two Council meetings following the creation of the vacancy, then by a recommendation of the RIRA President.

Alternates that have adhered to the committee participation requirements (noted in Article II, Section 1 (c)) shall be automatically accepted as Council Members. All other individuals are subject to the Majority vote of the Council before they may assume the vacant position.

b) If no recommendation has been made pursuant to (a), then by written recommendation by the Building Committee or Board of Directors for that District.

c) If no recommendation has been made pursuant to (b) then by a recommendation of the RIRA President.

Section 8, Relocation
Any Council Member who relocates his/her residence away from Roosevelt Island shall automatically lose his/her seat. Any Council Member who moves from one district to another will retain the seat from his/her former district for the remainder of the term.

Section 9, Resignation
Any Council Member may resign at any time by submitting a letter of resignation to the President or the Secretary.

Section 10, Expulsion
Any Member of the Common Council may be removed from office for just cause in relation to conduct in office by either of the following procedures:

(a) Expulsion for Nonperformance. (i) Any Council Member or Alternate shall be automatically expelled for failure to attend three consecutive regular meetings of the Council unless a majority of the Council Members present vote otherwise. (ii) Any Council Member or Alternate may be expelled by a two-thirds vote of the Council Members for failure to comply with the requirements of Committee Participation (Article II, Section 1(c))or Committee Attendance (Article IV, Section I).

(b) Expulsion for Malfeasance or Misfeasance. Any Council Member or Alternate may be expelled for misconduct after a written presentation of a Bill of Particulars, signed by no less than three RIRA members, is presented to a regular meeting of the Common Council. The Council shall determine by a Majority vote whether probable cause exists. If it so determines, the charges will then be presented to the person or persons charged. The charged person shall have an opportunity to present a defense at the next regular meeting of the Council. Upon review, if a two-thirds vote of the Council Members concur, the person shall be removed.

In general, Alternates that attend Council meetings may speak during the deliberations, but may not vote. However, in the event that a regular Council Member is absent, the first alternate for that District may vote. If the first alternate is not available, then the second alternate may vote, and so on.

If a Member informs the President or Secretary prior to the meeting of an unavoidable delay, the first Alternate will be so informed, and may only vote the seat until the Member arrives. If a motion is on the floor, the Alternate may vote on the motion, after which he/she must give up the seat to the arriving Member.

If the Member arrives within 30 minutes of the scheduled start of a Common Council meeting and a motion is on the floor, the Alternate may vote on the motion, after which he/she must give up the seat to the arriving Member, and may not vote for the remainder of the meeting.

If a Council Member arrives more than 30 minutes after the scheduled start of a Common Council meeting, and has not provided notice of intended delay, then the Alternate retains the seat and the vote.

Section 1, President
The President shall be the chief executive officer and principal spokesperson of RIRA, a voting Member of the Common Council, presiding officer of all meetings of the Council and of the Town Meeting and an ex officio member of all committees. It shall be the responsibility of the President to sign checks as provided in Article III, Section 9.

Section 2, Vice President
The Vice President shall supervise: all RIRA elections; all communications, both internal and external, of RIRA; secretarial services that are not the responsibility of the Secretary; legal representation (in coordination with the Chairperson of Legal Action); auditing of the finances of RIRA; membership participation and fund-raising.

To perform the responsibilities of office, the Vice President shall supervise the Nominations Committee, the Election Committee, the Communication Committee and the Auditor.

In the temporary absence or inability to serve of the President, the responsibilities of the President shall be assumed by the Vice President who shall serve as President Pro Tempore.

In the event of a vacancy in the office of President, the Vice President shall become President until the completion of the term.

Section 3, Secretary
The Common Council shall elect from among its own Members a Secretary of the Council. It shall be the responsibilities of the Secretary to take and report minutes of all meetings of the Common Council and the Town Meeting, to maintain the archives of RIRA and to notify Members of the Council of all meetings of the Council.

Section 4, Treasurer
The Common Council shall elect a Treasurer. Candidates for the office of Treasurer may be nominated by any Member of the Council. The Treasurer must be a) a Member of the Council who is an accountant; or if there is none willing to serve, b) a non-Member who is an accountant; or if there is none willing to serve, c) a Member of the Council.

If the Treasurer is not already a Member of the Council upon taking office, the Treasurer shall automatically become a voting Member of the Council and shall so serve throughout his or her term of office as Treasurer.

It shall be the responsibility of the Treasurer: to receive and disburse all monies of RIRA; to maintain financial records for RIRA, including those required by law; to present a financial report to each meeting of the Common Council; to sign checks as provided in Article III, Section 9; to receive financial reports from all RIRA committees.

Section 5, Chairpersons
RIRA shall elect from its own Members the following chairs: Communication; Government Relations; Housing; Planning; Island Services; Legal Action; Public Safety; and Social, Cultural and Educational Services.

Section 6, Resignation of an Officer
Any officer of RIRA may resign at any time by submitting a letter of resignation to the Secretary. The resignation of the President, the Vice President or the Treasurer (if the Treasurer is not an elected Member of the Council) shall automatically include resignation from the Council.

Section 7, Removal from Office
Except for the President and the Vice President, any officer may be removed from office upon a two-thirds vote of the Members of the Common Council . No motion to remove an officer may be voted on at the same meeting it is made nor without at least five days written notice to said officer. Removal of an officer shall not constitute removal as a Member of the Council (except for the Treasurer, if the Treasurer is not an elected Member of the Council).

Section 8, Vacancies
In the event of the death, resignation or removal from office of any officer except the President and the Vice President, the vacated position shall be filled in the same manner as it was originally filled for the balance of the term. In the event of the death, resignation or removal from office of the Vice President, the Common Council shall by majority vote elect a new Vice President. In the event of the death, resignation or removal from office of the President, the Vice President shall become the President.

Section 9, Fiscal Responsibility
The Common Council shall elect an Auditor who shall not be a Member or officer of the Common Council or any RIRA committee.

Candidates for Auditor may be nominated by any Member of the Council and must be professionally qualified as an auditor.

It shall be the responsibility of the Auditor to audit the books of RIRA and of each committee. It shall also be the responsibility of the Auditor to prepare special audits of RIRA or of any of its committees upon the enactment of an authorizing resolution of the Common Council.

It shall be the responsibility of either the President or the Treasurer to sign all checks issued in payment of the indebtedness of RIRA. Checks for amounts greater than $750 must be co-signed by both the President and the Treasurer.

It shall be the responsibility of all committees to submit financial reports and records to the Treasurer and the Auditor on demand.

Section 1, Selection of Members
Council Members shall volunteer for membership in at least one Committee. Any RIRA member who is not a Member of the Common Council may serve on any committee if approved by the Chairperson of that committee. Committee members are expelled from the Committee if they fail to attend three consecutive sessions. As Common Council Members are subject to the requirements of Article II, Section 1(c), which requires them to be a member of at least one Committee, any such expelled Council Member must select another Committee in order to continue to comply with such Section.

Section 2, Nominations Committee
There shall be a Nominations Committee to recruit candidates for the Common Council and the offices of President and Vice President. This committee shall be chaired by the Vice President.

Section 3, Election Committee
There shall be an Election Committee to administer all elections. The Election Committee shall include representatives from at least five election Districts. No candidate for President or Vice President may serve on the Election Committee. Candidates for the Common Council may serve on the Election Committee but may not participate in the elections for their own election Districts. No member of the Election Committee may participate in the election campaign of any candidate other than himself/herself.

Section 4, Communication Committee
There shall be a Communication Committee that shall assist other committees and the officers of RIRA with communications activities. Subject to the prior approval of the Common Council, the Committee may: publish a RIRA newsletter; represent RIRA to the news media; and/or publish a calendar of RIRA events. This committee shall be chaired by the Chairperson of Communication.

Section 6, Housing Committee
There shall be a Housing Committee that shall represent to the Council the issues and concerns of residents regarding the management, living conditions and rental policies of the residential buildings on the Island. It shall also serve as the liaison for the Council to the various building committees and housing task forces. This committee shall be chaired by the Chairperson of Housing.

Section 7, Island Services Committee
There shall be an Island Services Committee that shall supervise for the Council the delivery of transportation, parks and recreation, sanitation, postal and commercial services; supervise common facilities; and assist individuals and organizations who may experience problems obtaining the services due them. It is also responsible for recommending and implementing RIRA policy on all matters relating to common means of transportation on and/or to and from Roosevelt Island. This committee shall be chaired by the Chairperson of Island Services.

Section 8, Legal Action Committee
There shall be a Legal Action Committee responsible for advising the Council and its committees on the legal recourse for issues and problems that RIRA and/or the Council may be encountering. This committee is also responsible for engaging and coordinating with outside legal counsel, as necessary; and implementing Council decisions with respect to legal recourse. This committee shall raise funds for immediate or future legal expenses. This committee shall be chaired by the Chairperson of Legal Action.

Section 9, Planning Committee
There shall be a Planning Committee that shall represent the Council on matters involving future development of Roosevelt Island, including but not limited to commercial development, housing, vehicular access, transportation, social services and energy; monitor and recommend RIRA positions on planning matters; and recommend changes in the structure, constitution and programs of RIRA to ensure its continued effectiveness. It is also responsible for recommending and implementing RIRA policy on all matters relating to energy conservation, distribution and generation. This committee shall be chaired by the Chairperson of Planning.

Section 10, Public Safety Committee
There shall be a Public Safety Committee that shall recommend and implement RIRA policy on all matters related to safety, security and vehicular traffic and parking on Roosevelt Island. This committee shall be chaired by the Chairperson of Public Safety.

Section 11, Social, Cultural and Educational Services Committee
There shall be a Social, Cultural and Educational Services Committee that shall represent the Council and RIRA to social, cultural and educational organizations that are not a part of RIRA and to supervise such organizations that are a part of RIRA. Additionally, this committee shall be the fund-raising arm of RIRA and shall actively seek individuals to participate in RIRA affairs. This committee shall be chaired by the Chairperson of Social, Cultural and Educational Services.

Section 12, Ad Hoc Committees
The President, with the advice and consent of a majority vote of the Common Council, may appoint chairpersons and members of ad hoc committees and assign the supervision of such a committee to a specified officer. The Council may abolish or replace any ad hoc committee at any time by a two-thirds vote of Council Members.

Section 13, Committee Bylaws
Committees of the Common Council may have bylaws. The Council may develop a model set of bylaws for use by all committees.

Section 15, Supervision of Committees
The Common Council shall review the operations of all committees and provide guidance and direction to ensure that committee activities are consistent with the objectives and policies of RIRA as established by these Bylaws. The Council shall have the authority by a two-thirds vote of the Council Members to remove from office the chairperson and/or members of any committee for failure to follow such direction.

Section 1, Regular Elections
In each even-numbered year, there shall be an election of Members of the Common Council, and of the President and the Vice President to two-year terms. This election shall occur on the first Tuesday after the first Monday in November, i.e., on the regular election day for Federal and State offices. If possible, the RIRA election shall be held in space adjacent to the space used for Federal and State elections on Roosevelt Island. The President shall appoint RIRA members to a Nominations Committee and an Election Committee.

Section 2, Nominations
Nominations for President, Vice President and for Common Council Membership shall be made during the month of October. The Nominations Committee shall be responsible for publicizing this fact by posting timely notices on lobby bulletin boards in all residential buildings where permitted and on at least five Roosevelt Island kiosks. The notices shall indicate where nominations may be deposited.

Any Roosevelt Island Resident 18 years of age or older may nominate himself/herself for a Council seat, or for President or Vice President by the submission of a signed statement indicating name, address and willingness to serve if elected. It shall be the responsibility of the Nominations Committee to solicit the candidacy of at least one nominee for each Council seat and for the offices of President and Vice President.

Section 3, Eligibility
It shall be the responsibility of the Election Committee to certify the qualifications of all candidates for the Common Council and for the offices of President and Vice President.

Section 4, Candidates Night
There shall be a Candidates Night not more than two weeks prior to the election. Each candidate for President, Vice President and the Common Council shall have the opportunity to make a brief statement and to answer questions from the floor during the meeting. It shall be the responsibility of the Election Committee to notify all candidates of the meeting at least one week in advance, to publicize Candidates Night by posting notices on lobby bulletin boards in all residential buildings where permitted and on at least five Roosevelt Island kiosks at least one week in advance, and to conduct the Candidates Night meeting in an impartial manner.

Section 5, Campaigns
The Election Committee shall be responsible for recommending campaign guidelines and/or limits to campaign spending, to be considered and approved by the Common Council. While the polls are open, no person shall do any electioneering within the polling place, or within a 100-foot radial measured from the entrance to such polling place; and no political banner, button, poster or placard shall be allowed in or upon the polling place or within such 100-foot radial.

Section 6, Balloting
All RIRA members 18 years and older shall be eligible to vote for President and for Vice President. Only the resident RIRA members of a District of the Common Council 18 years and older shall be eligible to vote for Council Members from such District. Voters must sign in on a log-in sheet showing building and apartment number. Each will receive one ballot for the appropriate election district. If the identity or address of any prospective voter is challenged, that person may be required to produce valid identification, showing address.

All ballots shall be secret. Each District shall have a separate ballot box. Ballots shall be safeguarded before, during and after the election until such time as the new Common Council convenes for its first meeting. at which time they shall be destroyed.

Absentee ballots shall be made available by the Election Committee no later than one week prior to the election. The absentee ballot will be placed in a sealed envelope which is then placed in another sealed envelope, which is signed and shows name and full address, including apartment number. After verifying that the person did not vote on election day, the outer envelope will be opened and the inner envelope placed with all other absentee ballots to be opened at the close of polls and counted along with all the regular ballots.

It shall be the responsibility of the Election Committee to post the results of the election within 24 hours following the closing of the polls; to make a report to the Common Council on how the election procedure could be improved.

If there are more candidates running for Common Council seats in a given election District than there are positions available, those who do not win those seats will be designated as Alternates in descending order of the popular votes they received.