Requestor: Robert Paul Merino, Esq. Love Canal Area Revitalization Agency 749 Seventh Street Niagara Falls, N Y 14301
Written by: James D. Cole, Assistant Attorney General in Charge of Opinions
You have inquired as to the quorum and voting requirements for the Love Canal Area Revitalization Agency. The Agency consists of nine members — three are appointed by the mayor of the City of Niagara Falls with the concurrence of the city council; three are appointed by the town supervisor of the Town of Wheatfield with the concurrence of the town board; and three additional members are appointed by the members noted above. General Municipal Law § 950(1), (4).
Section 950, which specifically creates the Love Canal Area Revitalization Agency, contains no quorum or voting requirements. Provisions of law generally applicable to industrial development agencies (including Love Canal) provide that a majority of the members of an agency constitutes a quorum. General Municipal Law § 856(3).
The General Construction Law provides, whenever three or more public officers are given any power or authority to be exercised jointly as a board or similar body, that a majority of the whole number of such officers constitutes a quorum and not less than a majority of the whole number may perform or exercise such power or authority. "Whole number" is defined to mean the total number which the board, commission or body would have were there no vacancies and were none of the officers disqualified from acting. The General Construction Law applies to "every statute unless its general object, or the context of the language construed, or other provisions of law indicate that a different meaning or application was intended from that required to be given". General Construction Law § 110.
Section 856(3) of the General Municipal Law, providing that a majority of the members of an industrial development agency constitutes a quorum, in our view is not inconsistent with section 41 of the General Construction Law. The General Municipal Law provision does not indicate whether the quorum is based upon the total authorized membership of the agency or some lesser number. Thus, we believe that the definition of quorum in the General Construction Law would apply to the Love Canal Area Revitalization Agency, requiring that a majority of the "whole number" of the total membership be present. 1985 Op Atty Gen (Inf) 30. In that the General Municipal Law is silent concerning the voting requirements for the Love Canal Area Revitalization Agency, the General Construction Law provisions would apply. Thus, a majority vote of the whole number of the members of the agency is required to perform or exercise its powers or authority. The bylaws of the agency cannot establish different quorum and voting rules than are provided by State law.
We conclude that the quorum and voting requirements for the Love Canal Area Revitalization Agency are set forth in section 41 of the General Construction Law.
The Attorney General renders formal opinions only to officers and departments of State government. This perforce is an informal and unofficial expression of the views of this office.