Bylaws of the N augatuck Valley Council of Governments Adopted February 20, 2015 Amendments December 11, 2015 – Article X June 17 , 2016 – Articles I, V, VI, VII, VIII and XII i This P age is intentionally left blank Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 Contents Article I: Organization ……………………………………………………………………………………………… 1 Section 1: Name………………………………………………………………………………………………….. 1 Section 2: Definitions …………………………………………………………………………………………… 1 Article II: Purpose and Powers ………………………………………………………………………………….. 2 Section 1: Purpose ………………………………………………………………………………………………. 2 Section 2: Powers and Responsibilities ……………………………………………………………………. 2 Article III: Functions ………………………………………………………………………………………………… 3 Section 1: Coordinating Functions ………………………………………………………………………….. 3 Section 2: Regional Plans ……………………………………………………………………………………… 3 Article IV: Membership, Representatives and Alternates ………………………………………………. 4 Section 1: Membership ………………………………………………………………………………………… 4 Section 2: Representatives and Alternates ………………………………………………………………. 6 Section 3: Proxies ……………………………………………………………………………………………….. 6 Article V: Meetings of the Council ……………………………………………………………………………… 6 Section 1: Notice of Meetings ……………………………………………………………………………….. 6 Section 2: Regular Meetings ………………………………………………………………………………….. 7 Section 3: Special Meetings …………………………………………………………………………………… 7 Section 4 : Budget Meeting ……………………………………………………………………………………. 7 Section 5 : Quorum ………………………………………………………………………………………………. 7 Section 6 : Action …………………………………………………………………………………………………. 7 Section 7 : Record of Meeting ………………………………………………………………………………… 7 Section 8 : Cance llation of Meeting …………………………………………………………………………. 7 Section 9 : Remote Participation in Meetings ……………………………………………………………. 7 Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 Section 10: Rules ………………………………………………………………………………………………… 8 Section 11: Meetings without Notice ………………………………………………………………………. 8 Article VI: Officers and Executive Committee ………………………………………………………………. 9 Section 1: Title and Terms …………………………………………………………………………………….. 9 Section 2: Election of Officers and At-Large Representatives ………………………………………. 9 Section 3: Vacancies ……………………………………………………………………………………………. 9 Section 4: Chairperson …………………………………………………………………………………………. 9 Section 5: Vice-Chairperson ………………………………………………………………………………… 10 Section 6: Secretary …………………………………………………………………………………………… 10 Section 7: Treasurer …………………………………………………………………………………………… 10 Article VII: Committees and Liaison ………………………………………………………………………….. 11 Section 1: Committee Formation ………………………………………………………………………….. 11 Section 2: Executive Committee …………………………………………………………………………… 11 Section 3: Standing Committees …………………………………………………………………………… 12 Section 4: Special Committees …………………………………………………………………………….. 12 Section 5: Liaison to Other Organizations ………………………………………………………………. 13 Article VIII: Executive Director ………………………………………………………………………………… 13 Section 1: Duties and Responsibilities …………………………………………………………………… 13 Section 2: Appointment ……………………………………………………………………………………… 14 Section 3: Removal ……………………………………………………………………………………………. 15 Article IX: Legal Counsel …………………………………………………………………………………………. 15 Article X: Regional Planning Commission ………………………………………………………………….. 15 Section 1: Duties and Responsibilities …………………………………………………………………… 15 Section 2: Organization ………………………………………………………………………………………. 15 Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 Section 3: Functions. ………………………………………………………………………………………….. 16 Article XI: Metropolitan Planning Organization (reserved)……………………………………………. 16 Article XII: Fiscal Management ………………………………………………………………………………… 16 Section 1: Fiscal Year………………………………………………………………………………………….. 16 Section 2: Budget Adoption…………………………………………………………………………………. 16 Section 3: Funds, Gifts, Bequests, or Contributions ………………………………………………….. 17 Section 4: Grants ………………………………………………………………………………………………. 17 Section 5: Audit ………………………………………………………………………………………………… 17 Section 6: Expenditure of Funds …………………………………………………………………………… 17 Section 7: Membership Dues……………………………………………………………………………….. 17 Section 8: Petty Cash Fund ………………………………………………………………………………….. 17 Section 9: Reports ……………………………………………………………………………………………… 18 Article XIII: Amendments ……………………………………………………………………………………….. 18 Article XIV: Technical Corrections……………………………………………… …………………………………………18 Article X V: Withdrawal ………………………………………………………………………………………….. 18 Article XVI: Effective Date ………………………………………………………………………………………. 18 Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 1 Article I: Organization Section 1: Name The name of the organization is the Naugatuck Valley Council of Governments, also referred to as “ Council" or “ NVCOG.” Section 2: Definitions As used herein and throughout th ese Bylaws, these words, phrases and abbreviations shall have the followi ng meanings: (A) “Alternate”: Pursuant to CGS 4-124n, a secondary representative of a Member, appointed by the Representative of that Mem ber, who may attend and vote at any meeting in place of their absent Representative. (B) “Chief Elected Official”: The highest ranking officer of a municipality in an office elected by electors. (C) “Council”: Naugatuck Valley Council of Governments. (D) “Commission”: Regional Planning Commission of the Naugatuck Valley Council of Governments. (E) “Land Use Officer”: an indiv idual who provides services relating to zoning (as defined by the Connecticut General Statues (CGS) Chapter 124), planning (as defined by C GS Chapter 126) or inland wetlands and watercourses (as defined by CGS Chapter 440) for an NVCOG Member. (F) “Member”: A municipality that has joined the Council through the ratification of an ordinance. (G) “NVCOG” – Naugatuck Valley Council of Governments. (H) “Representative”: Pursuant to CGS 4-124k, a Chief Elected Official directly and separately elected, who acts on the official behalf of a member. Or, if a Chief Elected Official is statutorily absent (i.e. ceremonial head of government not directly and separately elected), an individual appointed by a municipal legislative body. (I) “Simple Majority”: a vote count of h alf plus one. (J) “ Technical corrections”: grammatical, numerical, or other changes which are intended to address drafting errors, internal conflicts, or other points of concern and do not substantially alter the composition, responsibilities, or organ ization of any entity or entities established within these bylaws. (K) “Term”: a period of Two Calendar Years of service in the relevant office following municipal elections held in odd- numbered years. Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 2 Article II: Purpose and Powers Section 1: Purpose The purpose of the Naugatuck Valley Council of Governments is to: (A) Serve as a continuing forum to promote cooperative arrangements between its members ; (B) Initiate and implement programs, and coordinate actions, on a voluntary basis, determined to be of benefit to the Naugatuck Valley Region ; (C) Serve as a regular forum for contact and discussion of items of mutual interest among municipal officials ; (D) Consider such matters of a public nature common to two or more members of the Council, as it deems appropriate, including matters affecting the health, safety, welfare, physical development, conservation, transportation, and economic conditions of the region ; (E) Coordinate and carry out comprehensive regional planning in the Naugatuck Valley Planning Region. Section 2: Powers and Responsibilities The Council shall have all the rights and authority and shall be subject to all of the responsibilities and duties as are granted to and required of a regional council of governments under the General Statutes of the State of Connecticut ( “CGS ”), Chapter 50, Sec. 4 -124c through 4 -124 u, as may be amended fro m time to time , or by special acts of the Connecticut General Assembly, including the rights, responsibilities, and duties pertaining to regional planning organizations , Chapter 127 , Sec. 8 -3 5 a through 8— 35c and Sec 8 -3 5e , as may be amended f ro m time to time. Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 3 Article III: Functions Section 1: Coordinating Functions The Council shall promote regional coordination and cooperation through activities designed to: (A) Strengthen local governments and their individual capacities to deal w ith local problems. (B) Serve as a forum to identify , study , and resolve area- wide problems. (C) Provide the organizational framework to insure effective communication and coordination among governmental bodies. (D) Serve as a vehicle for the collect ion and exchange of information for the membership. (E) Encourage action and implementation of regional plans and policies by local, state and federal agencies. (F) Provide, if requested, mediation in resolving conflicts among members and between membe rs and other parties. (G) Provide technical and general assistance to members within its staff and financial capabilities. Section 2: Regional Plan s The Council shall adopt a R egional Plan of Conservation and D evelopment and recommend policy for the development of the region. The Council shall instruct the Commission to prepare and keep up -to -date a R egional Plan of Conservation and D evelopment and to prepare reports, plans and policies as required by the Connecticut General Statutes, as may be amended from time t o time and other applicable laws , and may instruct the Commission to prepare other plans and documents as the Council shall deem appropriate. Any s uch instructions of the Council shall specify a reasonable time period in which the Commission shall take th e action required by such instructions. Any modifications of the Plan shall be subject to approval by the Council. Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 4 Article IV: Membership, Representatives and Alternates Section 1: Membership (A) Eligibility . Membership in the Council shall be the member municipalities of the Region, as defined or redefined by the Secretary of the Office of Policy and Management, or his/her designee, under provisions of CGS Sec. 16a 1 At the time of adoption it was CGS Sec. 4 -124j Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 5 (D) Withdrawal . Any Member city, town, or borough may withdraw from membership in the Council by adoption of an ordinance of its legislative body as set forth in CG S Sec. 4 – 124j. (1) Notice of Withdrawal. The withdrawing member shall give notice to the Council of its withdrawal not less than thirty (30) days prior to the end of the Council’s fiscal year. Notice of withdrawal shall be given by certified mail along with a copy of the relevant ordinance to the attention of the Chairperson of the council as soon as reasonably possible following the adoption of such ordinance, and shall be deemed given wh en received by the Chairperson. (2) Post Withdrawal Statutory Obligations. As required by law the withdrawing member shall be “ obligated to pay its pro rata share of expenses of operation and pro rata share of funds committed by the C ouncil to active programs as of such date of withdrawal .” 2 (E) Suspension. Suspended members shall not be entitled to participate in the affairs of the Council. The Council may withhold any services it deems appropriate from Members in delinquency. If the Council performs statutorily required services for or within the municipal bounds of a Member in delinquency, the Council may levy pro -rated, line -item charges to such M ember related solely to the provision of such services. Payment of all delinquent assessments, in full, will automatically reinstate such municipality to full rights, privileges, and services. The Council may restore privileges to M embers in delinquency provided that such members agree to and carry -out a payment plan with the Council. 2 See, CGC Sec. 4 -124j. Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 6 Section 2: Representatives and Altern ates (A) Representative . Refer to the definition of “Representative” in Article 1 Section 2G for information. In the absence of a directly and separately elected Chief Elected Official , the legislative body of the Member shall appoint an elected official to serve as a R epresentative of the M ember. By January of every even-numbered year, such M embers lacking a Chief Elected Official shall appoint an elected official of the municipality as their Representative. (B) Alternates . The Representative may send an alte rnate (hereafter, “Alternate ”) in his or her stead . Such Alternate shall have the same rights and privileges of the official Representative, except as may be otherwise established within these Bylaws . The A lternate: (1) must be an employee or official of the appointing Member; (2) shall serve co -terminus with the Representative; (3) may function as a member of any executive committee , subcommittee , or working group, provided that the Member is not otherwise represented on such entity; (4) shall report to the Member’s Representative on all matters and, where provided, follow the direction of such Representative. In instances where the Representative and Alternate are present, the Representative exclusively retains the ability to vote, take action, and participate in Counci l affairs. Section 3: Proxies If the Representative and the Alternate are unavailable for a meeting , then the Representative may appoint a meeting -specific representative by the submission of a proxy letter addressed to the Council chairperson and in a format presc ribed by the Council. The Representative’s signature on the proxy letter demonstrates a reading and understanding of the actions and agenda of the Council. Receipt of a properly executed proxy letter grants the proxy all the same rights and privileges of t he Representative with the exceptions that: proxies may not hold any Council office ; be designated chair or member of special or standing committees ; and when an NVCOG officer is represented by proxy, their office shall be considered vacant for the purpose s of the meeting. Article V: Meetings of the Council Section 1: Notice of Meetings Public notice of meetings shall be made in writing between seven (7) days and twenty -four (24) hours before the meeting date. The notices shall include the place and time of the meeting, a state ment of the purpose for the meeting, and a proposed agenda for the meeting. Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 7 Notices of special meetings shall be provided between seven (7) days and twenty -four (24) hours prior to the date of the meeting. Section 2: Regular Meetings Unless otherwise specified by r esolution of the Council, the regular meetings of the Council shall be held at least eight (8) months a year. The time and place of regular meetings shall be in accordance with a schedule adopted annually, in December, by resolution of the Council and tran smitted to the Secretary of State, as required by law. Section 3: Special Meetings Special meetings shall be held by call of the Chairperson or by petition to the Secretary of the Council from those individuals making up thirty (30%) percent of the membership of the Council, or upon petition of a majority vote of the Executive Committee of the Council. Section 4: Budget Meeting Unless otherwise specified by resolution of the Council, the budget meeting of the Council shall be held in May . Section 5: Quorum For the conduct of business of the Council, a simple majority of the membership of the Council shall constitute a quorum. Section 6: Action Action by the Council, except where otherwise provided, sha ll require an affirmative vote of at least a simple majority of members of the Council present and vo ting and constituting a quorum. Only items included in the agenda shall be acted upon at such meeting other than routine ministerial or administrative matters, except by the approval of two -thirds (2/3) of all R epresentatives present and constituting a quorum. Section 7: Record of Meeting Meeting actions and minutes by the Council with the vote result s shall be published within twenty -four (24) and seventy -two (72) hours, respectively, of the meeting in NVCOG files and the NVCOG website, and distributed to the town halls for public inspection . Representatives may, after the filing of the minutes, submit written comments on items in the meeting agenda or minutes to be added as addenda to the minutes. Section 8: Cancellation of Meeting The Chairperson may cancel a meeting provided that written notice of the cancellation is given to the M embers. In case of weather or an emergency, the E xecutive Director or a designee shall be authorized to cancel the meeting if the C hairperson cannot be reached. Section 9: Remote Participation in Meetings Representatives who are unable to attend Council meetings in person may participate i n all m eetin gs by a ny m eans of c ommu nic a tio n (including, but not limited to, e le ctro n ic, te le p h on e, video, in te rn et/o nline ) by which all M em bers part ic ip ating may s im ult a n eo usly he ar eac h oth er and /or part ic ip ate d uring the meeting . A Member participating remotely in a meeting shall be Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 8 deemed present at the meeting for all purposes, including, but not limited to votes and quorum. Meetings with such participation sha ll be held in a designated public place and conducted with the same procedures as specified elsewhere in these bylaws. A roll call vote will be conducted for tallying votes. Section 10: Rules All meetings of the Council and of all committees and subcommittees shall be conducte d in accordance with the most recently published edition of Robert’s Rules of Order. Section 11: Meetings without Notice The Council may meet without notice or a quorum provided that no action is taken during such meeting. Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 9 Article VI: Officers and Executive Committee Section 1: Title and Terms (A) Officers. Officers of the Council shall include a Chairperson, Vice -Chairperson, Secretary, and Treasurer, who shall also be Assistant Secretary. (B) Executive Committee . The Executive Committee of the Council shall consist of the Chairperson , Vice Chairperson, Secretary, and Treasurer of the Council, as well as five at -large Representatives of the Council. At -large Representatives shall be nominated by a majority vote of the Council. At -large R epresentatives and O fficers which comprise the Executiv e Committee shall serve until the end of their two year term or until their successors have been elected, in adherence with the processes for the election of officers defined elsewhere within these Bylaws. Section 2: Election of Officers and At -Large Representatives A nominating committee of three (3) Representatives shall be appointed by the Council to recommend a slate of officers and the at- large Representative members of the Executive Committee. The O fficers and at-large R epresentatives shall be elected at the first (1 st) meeting of the calendar year, following municipal elections held in the odd -numbered years, by a simple majority vote of the M embers present at the meeting and constituting a quorum . Representatives shall serve until the last meeting of the succ eeding odd-numbered calendar year in which municipal elections are held, or until successors have been elected. In a year in which the election of Officers and at -large Representatives takes place, t he Nominating Committee shall provide notice to the M embers of the Council , at least seven (7) days prior to the meeting to elect Officers and at -large Representatives , of its proposed slate of O fficers and at -large Representatives . During a meeting in which the Nominating Committee reports its nomine es to the Board, the Board shall entertain nominations from the floor. Section 3: Vacancies In the event any v acancy occurs in any office or o n the Executive Committee during the year, a successor shall be elected to serve the unexpired term. A successor shall be proposed by the Chairperson and elected by the Council by a simple majority vote of M embers present at the meeting. The Chairperson shall also consider nominations from the floor. Such service shall not constitute one (1) term for the purposes of term limitations . Section 4: Chairperson The Chairperson shall preside at all meetings of the Council and the Executive Committee ; however, in the absence of the Chairperson the Vice Chairperson shall preside. In the absence of the Chairperson and Vice Chairperson, a member of the Execut ive Committee designated by Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 10 the Council as acting Chairperson shall preside or assume the responsibilities of said officer for the duration of absence . When so directed by the Council, the Chairperson or the Executive Director may sign contracts and other documents in the name of the Council. The Chairperson may call special meetings of the Council as set forth in these Bylaws. As a M ember of the Council, the Chairperson shall have the right to vote on all matters which may come before the Council. The Chairperson shall be a M ember of all standing and special committees, ex officio without vote, except in the case of tie votes or when required for a quorum. Section 5: Vice-Chairperson The Vice Chairperson shall have other such powers and perform such duties as may be assigned by the Council. In the event the Chairperson for any reason vacates the chair or is absent or unable to exercise the duties of office , the Vice Chairperson shall assume the powers and duties of the Chairperson. Section 6: Secretary The Secretary shall k eep the official records of the Council, including the minutes of meetings of NVCOG and the Executive Committee , and generally shall perform such duties as may be required of them by the Council. The Secretary shall see that all meeting notices are duly gi ven in accordance with the provisions of the Bylaws or as required by law. In the absence or inability of the Secretary to serve, the Treasurer shall assume the powers and duties of the Secretary. Section 7: Treasurer The Treasurer shall receive and take charge of all money, property, and securities of the Council delivered to them. Under the direction of the Treasurer, the Executive Director or their designee shall deposit all money to the credit of the Council in a bank or banks selected by the Executive Committee. Under the directions of the Treasurer, the Executive Director or their designee shall make all disbursements, and an accurate record of receipts and disbursements will be kept. A report on finances will be given to the Council at each regular meeting of t he Council. The Treasurer shall submit NVCOG books and records for the annual audit under the provisions of the Municipal Auditing Act and federal audit requirements. The Treasurer shall furnish bond in the amount established by the Council and the cost of this bond to be paid by the Council. In the event of the inability of the Treasurer to serve, the Committee is authorized to appoint an acting Treasurer who shall be covered by bond. Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 11 Article VII: Committees and Liaison Section 1: Committee Formation The Council may establish c ommittees whenever deemed necessary to further the purpose of the Council. Section 2: Executive Committee (A) Meetings. Regular Meetings of the E xecutive Committee shall take place between ten ( 10) and two ( 2) business days prior to regular meetings of the Council. The Executive Committee shall meet at the call of the Council Chairperson. The Chairperson may, or any three (3 ) members of the Executive Committee may, require the Chairperson to call a special meeting of the Executive Committee. Notice of special mee tings shall be provided to members seven (7) days, and no less than twenty-four ( 24) hours, in advance of meeting. A quorum shall be a simple majority of the members of the Executive Committee. (B) Responsibilities . The Executive Committee shall have the following responsibilities and functions: (1) Recommend ation to the Council of: a. Such personnel policies, administrative regulations, and procurement and financial procedures as may be required by the applicable and per tinent federal or state laws, regulations o r requirements, these Bylaws , and the annual program and budget adopted by the Council. b. Any and all contracts of the Council, including any contracts with the Federal, State, or other public, non -profit and private organizations. Moreover, proposed agre ements, except those with an agency of the State or federal government, may be reviewed as to legal form by an attorney designated by the Council. c. Candidates for the position of Executive Director, including compensation following recruitment of said candidates . In the event the position of Executive Director is vacant, the Executive Committee may, with the concurrence of the Council, appoint an Acting Executive Director (2) Overseeing the execution of the policy decisions made by the Council. (3) Preliminary consideration of the budget, as prepared by the Executive Director, and recommend for approval a budget to the Council during May of each year. In order to recommend the annual budget to the Council, the affirmative vote of a simple majority of the fu ll membership of the Executive Committee is required. Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 12 Budget proposals shall reflect: a. Annual Council goals advanced by the Executive Committee and approved by the Council at the time of annual budget approval; and b. Annual personnel evaluations conducted by the Executive Director, including self -evaluation, under the direction of the Executive Committee. (4) During the course of the fiscal year, the Executive Committee shall review proposals for budget changes, amendments, and transfers of funds between accounts that may be made from time to time and shall have the authority to approve such changes, amendments, or transfers provided such changes, amendments, or transfers do not increase the assessments of the members of the Council and do not exceed ten perc ent (10%) of the approved budgeted item. (5) Such other duties as are assigned to it by the Council as required for the management of the business affairs of the Council and consistent with federal or state law, regulation or requirements and these Bylaws . Section 3: Standing Committees Standing Committees shall be formed and operate as follows: (A) Members of all Standing Committees shall be appointed by the Chairperson of the Council to serve until the last meeting of the succeeding odd- numbered calendar year in which m unicipal elections are held, or until their successors have been appointed. (B) A quorum for Standing Committee action shall be five (5) members or fifty (50%) percent of the committee membership, whichever is less. Each Standing Committee may elect or appo int one Vice-Chair person . (C) Each Standing Committee may act for the Council carryin g out programs approved by the Council within its general area of responsibility. No Standing Committee shall commit the Council to contracts, financing, or other commitmen ts not previously approved by the Council. (D) Standing Committees will keep written records of meetings for submittal to the executive director and shall make regular progress reports to the Council. Section 4: Special Committees The Council may establish, from time -to -time, such special or ad hoc committees as may be needed. Such committees shall serve such terms and perf orm such duties as the Council Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 13 prescribes. Special Committees will keep written records of meeting for submittal to the executive director. Section 5: Liaison to Other Organizations The Council may, as it deems necessary or desirable, designate from among its Representatives, Alternates or staff individuals to serve as a liaison to other organizations. The purpose of such liaison shall be to enhance communicati on and coordination between the Council and other organizations whose functions are related to the interests of the Council. Article VIII: Executive Director Section 1: Duties and Responsibilities The Executive Director shall be the chief administrative officer of the Council. The Executive Director shall be responsible to the Council for the administration of the Council’s affairs placed in his or her charge by or under these Bylaws and for implementing policy directives of the Council. The Executive Director shall have the follow ing powers and duties: (A) Preparation of proposed programs together with a proposed annual budget for submission to and consideration by the Executive Committee and adoption by the Council. Up on adoption by the Council, the Executive Director shall be responsible for executing and administering the work program and budget; (B) Advis e the Council and Executive Committee Council regarding the progress of the NVCOG work program and recommendin g appropriate and necessary measures concerning the affairs and operatio n of NVCOG; (C) Preparation of the agenda for and attendance at all Council and Executive Committee mee tings as a non -voting member, with the right to participate in discussion; (D) Countersignature, with the Treasurer or other designated officers , of all checks issued by the Council. Further, the Executive Director shall prepare and administer a system of internal control over all cash disbursements that is consistent with appropriate Federal and State guidelines ; (E) Responsibility for the supervision of the NVCO G staff and the coordination of the work of consultants . In this regard the Executive Director shall: (1) Recommend annually a pay plan and personnel policies for all personnel employed by the Council. (2) Establish the number, duties and compensation of NVCO G employees, in accordance with the budget approved by the Council; (3) Appoint and remov e, when necessary, NVCOG employees; create and discontinue staff positions , except that of the Executive Director, in accordance Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 14 with the budget approved by the Council. Simultaneous, advisory notice will be given to the Executive Committee regarding the Executive Director’s termination of any NVCOG employee. Such notice shall include the name of current employee and reason for termination. Should discussion of these mat ters be protected by law or otherwise not wholly within the control of NVCOG, the Executive Director shall schedule a mee ting of the Executive Committee, in executive session, if necessary. (4) Change, consolidat e, or abolish any NVCOG departments or division s of the staff in accordance with the Council b udget and subject to the approval of the Executive Committee; (F) Report to the Council on all matters affecting the organization, as directed by the Council; (G) Ensur e that all provisions of laws affect ing the Co uncil are enforced and executed as intended. (H) Submit to the Council and mak ing available to the general public an annual report on the ac tivities of the NVCOG ; (I) Approv e non -recurring expenditures for individual items provided that the expenditure is: (1) Within the budget and terms approved by the Council; (2) Consistent with these Bylaws and applicable federal and state guidelines ; and, (3) Submitted to the Council at the next meeting with a record of their non- recurring expenditures for the period since the subm ission of the last such record ; However, t he Executive Director shall request Council approval for non -recurring expenditures in excess of five thousand ($5,000.00) dollars and not identified in the approved budget; and. (J) Perform other such duties as direc ted by the Council and may be subject to other requirements under the terms of their engagement or other engagements pertaining to them. Section 2: Appointment The Executive Committee shall have the authority to recruit and recommend the Executive Director, and the s alary, subject to the approval of the Council. The Executive Director shall be appointed for an indefinite term. The salary shall be fixed at the time of the appointment of the Executive Director and shall thereafter be reviewed annually at the time of the adoption of the budget. Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 15 Section 3: Removal The Council may remove the Executive Director from office, for cause as shall be defined in a written employment agreement, by an affirmative vote of a simple majority of the entire membership of the Council. Article IX: Legal Counsel A legal counsel may be employed as needed, in a manner prescribed by the Council, to advise and represent NVCOG. Article X: Regional Planning Commission Section 1: Duties and Responsibilities The planning duties and responsibilities of the Council shall be carried o ut by the Regional Planning Commission. The planning duties and responsibilities of the Commission shall include, but need not be limited to, (1) oversight of plans and studies; (2) addressing referrals concerning land use regulations or other matters, (3) the development of recommendations concerning a regional Plan of Conservation and Development (POCD) as addressed in CGS Sec. 8 -35a; (4) the development of recommendations concerning a federally mandated Long Range Transportation Plan. The Commission shall take on other duties at the direction of the Council. Section 2: Organization (A) The Commission shall operate according to procedures devised by the Commission which are (1) in compliance with these Bylaws and all applicable state and federal law, and (2) approved of by action of the Council. These operating procedures shall comply with the following: a. The Commission shall have an Executive Committee, the constitution and powers of which shall be identified within the operating procedures developed by the Commission. b. Th e Commission’s Members shall be the Members of the Council . c. Each Member’s representative to the Commission shall be an elector or land use officer nominated by the planning and zoning board of the Member and confirmed by the chief elected official, as def ined within these bylaws, of the Member. Each Member may also appoint an alternate, who shall be an elector or land use officer of the member, by an identical process. (B) The Council empowers the Commission to work in concert with NVCOG staff in the fulfillme nt of its duties and responsibilities. Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 16 Section 3: Functions (A) The Commission shall prepare and keep up-to -date a regional POCD and prepare planning studies, reports, and policies as required by federal law and by the Connecticut General Statutes, as amended . The Council may instruct the Commission to prepare other plans and documents. Any such instruction of the Council shall specify a reasonable time period in which the Commission shall take action required by such instructions. (B) The Commission shall consider, comment u pon, issue findings, and advise the Council on all planning matters referred to the Council which are required by law to be referred to and considered by a Council of Governments. The Commission may consider, comment upon, and issue findings on statutory land-use referrals pursuant to Connecticut General Statutes 8 -3b and 8 -26b. (C) Reports, plans, and policies of the Commission other than Commission findings in response to referrals under Section 3( B) of this article shall be presented to the Council as propos als at the next regular meeting of the Council. The Council may act upon such submission by adopting, rejecting, modifying, or referring the same back to the Commission for further consideration at the earliest practicable point in time. Article XI: Metropolitan Plan ning Organization (reserved) Article XII: Fiscal Management Section 1: Fiscal Year The fiscal year of the Regional Council, for the purposes of work program development, budgeting, accounting, auditing, and fiscal reporting shall commence July 1and come to a close at 11:59 :59 PM EST June 30 . Section 2: Budget Adoption A preliminary budget shall be prepared on or before April 30 by the Executive Director and distributed to the Executive Committee for submission to the Council. The preliminary budget advanced to the Council shall be based upon: (1) a detailed chart of expenditure accounts considered by the Executive Committee; (2) personnel evaluations conducted by the Executive Director under the guidance of the Executive Committee; (3) a staffing -salary plan approved by the Executive Committe e; and (4) proposed goals for the ensuing fiscal year, which shall accompany the proposed budget. The Council will review the preliminary budget in May. A final budget shall be approved by June preceding the beginning of the fiscal year . In the event a b udget is not adopted for the ensuing fiscal year, the budget for the preceding fiscal year shall be considered to be the approved budget until a new budget is adopted. Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 17 Section 3: Funds, Gifts, Bequests, or Contributions Funds, gifts, bequests, and contributions may b e received by the Council for its own use and purposes from any source including local, state, and federal governments, individuals, corporations, or associations, provided that they are to be used at the discretion of the Council. Section 4: Grants The Council may approve requests for grants from the state or federal government. Approval of such requests shall include authorization by the Council to the Executive Director to sign such agreements or contracts with the state or federal government, within the scope of t he requests of the Council to the state or to the United States government. Section 5: Audit The Executive Committee , which shall serve as the Audit Committee, shall oversee the annual audit of the financial records and statements of the Council and employment of auditors approved by the State Office of Policy and Management in connection therewith. The Executive Committee shall make recommendation to the Council concerning engagement of an auditor. The annual audit shall be made ava ilable for review no later than the second Wednesday in December following the end of the fiscal year. A t its first meeting following receipt of the audi t, t he Executive Committee will then mak e recommendation to the Counc il pertaining to the Council’s formal acceptance of the audit following the Executive Committee’s receipt and review of such audit. Section 6: Expenditure of Funds Expenditures of Council funds shall be within the budget approved by the Council, and shall adhere to the Financial Policy and Procedures Manual approved by the Council . Section 7: Membership Dues In January of each year, preliminary assessments for all participating members shall be established by the Council , upon recommendation of the Executive Committee , to assist in the municipal budgeting process for the ensuing fiscal year. F inal assessments shall be established in concert with the annual budget and shall not exceed those fixed as preliminary assessments. Section 8: Petty Cash Fund To facilitate prompt payment of small amounts, there may be a petty cash fund of a maximum of one hundred ( $100.00) dollars. An advance of this principal sum is authorized to be placed in the custody of the Executive Director or a staff member designated by them, which fund, when it nears depletion, shall be replenished through the regular disbursement procedu re. Bylaws of the Naugatuck Valley Council of Governments Adopted February 20, 2015 18 Section 9: Reports (A) Financial Report. At each regular meeting of the Council and when otherwise requested by action of the Council, the Treasurer shall report to the Council on the Council’s financial condition. Article XIII: Amendments These Bylaws may be amended by a vote of two -thirds (2/3) of the Members of the Council, These Bylaws shall first be submitted to any regular or special meeting of the Council for preliminary consideration and only then, if preliminarily approved, placed on the agenda for the next succeeding r egular or special meeting of the Council for formal adoption. Notice of any amendment shall be sent to all Representatives of the Council. Special notice of amendments to these Bylaws shall be provided to members seven (7) days before the date of an amendment’s preliminary consideration. Prior to formal adoption, the Council shall engage with an attorney who shall determine the legality and validity of the proposed amendment(s). These Bylaws shall become effective immediately upon their adoption by a majority of the representatives of two -thirds (2/3) of the municipalities which have adopted the ordinance establishing this Council, at the date of the meeting these Bylaws or amendments are acted upon. Article XIV: Technical Corrections Technical corrections may be mad e to these bylaws at any time provided that a summary of such corrections is submitted to the Council at the next regular meeting following the implementation of such corrections. Article XV: Withdrawal Any Member of the Council may withdraw from membership in the Cou ncil by the adoption of an ordinance of withdrawal by its legislative body. If, at the time of withdrawal, a municipality has not paid its relevant assessment of dues, its withdrawal does not remove it from its obligation to pay such dues. Article XVI: Effective Date For the purpose of the original adoption of these Bylaws, such adoption shall be made by an action of two -thirds (2/3) of the eligible membership.