(dissenting):
I respectfully dissent.
It seems to me that this is another reapportionment case just like Rosenthal v. Board of Education, 497 F.2d 726 (2d Cir. 1974). There, following Goosby v. Osser, 409 U.S. 512, 518, 93 S.Ct. 854, 35 L.Ed.2d 36 (1970), and Hagans v. Lavine, 415 U.S. 528, 94 S.Ct. 1372, 39 L.Ed.2d 577 (1974), we held that the constitutional claims made were not “ ‘so attenuated and unsubstantial as to be absolutely devoid of merit’, Newburyport Water Co. v. Newburyport, 193 U.S. 561, 579, 24 S.Ct. 553, 557, 48 L.Ed. 795 (1904), or ‘no longer open to discussion’, McGilvra v. Ross, 215 U.S. 70, 80, 30 S.Ct. 27, 54 L.Ed. 95 (1909).” 497 F.2d at 729. In the present case as well injunctive relief is sought. The Connecticut statutes that are involved are of state-wide applicability. For example, Conn.Gen.Stat.Ann. § 4-124c (Supp. for 1974), a provision attacked by appellants, prescribes the formation and composition of all regional councils of elected officials “[wjithin any planning region of the state . . . . ” Sections 4-124i-124p, the principal provisions appellants challenge, relate to the formation and composition of regional councils of governments established “[wjithin any planning region of the state . ” The sections relating to regional planning agencies, also under attack here, likewise are state-wide in applicability, again relating to “any planning region of the state . . . . ” E. g., Conn.Gen.Stat.Ann. § 8-31a (Supp. for 1974).
Since the question, for three-judge court purposes, is whether a substantial constitutional issue is presented, Rosen-thal v. Board of Education, supra, a discussion of the merits of the plaintiff-appellant’s claim is necessary.
On the crucial question whether the new Council of Governments established in the Hartford area (COG) pursuant to the above state provisions exercises general governmental powers within the ambit of Avery v. Midland County, 390 U.S. 474, 88 S.Ct. 1114, 20 L.Ed.2d 45 (1968), and Hadley v. Junior College District, 397 U.S. 50, 90 S.Ct. 791, 25 L.Ed.2d 45 (1970), it seems to me that neither the COG nor its predecessor bodies, the Capitol Region Planning Agency (CRPA) and Capitol Region Council of Governments (CRCOG),1 can be considered solely in the light of the statutory authority delegated by the State of Connecticut, as the majority considers them. Rather, we must look to the overall role of the agency in question in the federal system as a whole. A regional planning body such as COG, though a creature of state law, is established with a view to its functions under federal law and the federal system.2 A regional planning agency cannot be looked at while wearing state-oriented blinders when one of its principal purposes is to play a substantial role in the decision-making process involved in the dispensation of federal funds affecting all the citizens of the affected area.
The test of performing governmental powers must be one based on economic reality, not the mechanical application of nineteenth century municipal law. For example, 42 U.S.C. § 3334 requires that any application for a federal loan. or grant for the planning or construction of hospitals, libraries, sewers, water and sewage treatment facilities, highways, mass transit, airports or other transportation facilities, recreation, or open-space development must be submitted for review to an areawide agency, which in this case would be COG. COG may then comment and make its recommendations whether the application should *1191be granted or not. 42 U.S.C. § 3334(b)(1). Primary emphasis is given to whether the project would be consistent with comprehensive planning and whether the project contributes to the fulfillment of such planning. Id. Supplementary grants, amounting to as much as any original grant, can be made, but only when there is a showing that the project will be “carried out in accord with areawide [comprehensive] planning and programming.” 42 U.S.C. § 3335(b)(3), (c)(1). In making the determination whether a project is in accord with an areawide plan, “the Secretary shall obtain, and give full consideration to, the comments of [the area-wide planning bodies].” 42 U.S.C. § 3335(d). In other words, federal law provides a carrot and stick approach to insure that local governments comply with the area plan. Thus, while COG may have no statutory power under state law to affect local governments, being limited to planning functions,- in light of the federal statutes COG’s plans themselves can affect local government’s abilities to receive federal funds and COG’s comments on localities’ applications may be altogether determinative.
Not only does the Connecticut COG have an abilility to affect the approval of individual municipalities’ applications for grants by the exercise of its planning function, but also the local municipalities are dependent upon the COG for establishment of a proper plan in the first instance. Thus, if COG does not do its job — failing to create an areawide plan or creating an areawide plan which does not meet federal requirements— even a non-member municipality’s application for a grant for water and sewer facilities or an open space land program may be disapproved for failure to be part of a proper areawide plan. See 42 U.S.C. § Í500b, 3102(c); Appendix 4, Comprehensive Planning Assistance Requirements and Guidelines for a Grant, CPM 6041.1A, U.S. Dept, of Housing and Urban Development (1972).
This control of the purse strings for the building of such a large assortment of facilities is essentially “governmental” in nature in a day and age when municipalities are frequently financially incapable of total self-reliance. In Had-ley, supra, the power to tax and spend was an important governmental power had by the district; in the year 1974 having a principal hand on the faucet of federal grants must be treated as at least as important as the local power to tax, especially where federal grants may pay up to 80 per cent of facilities’ costs, especially since in so many cases the municipalities’ powers to tax are often being exercised to their outer limits.
Beyond this, the COG has important powers under, e. g., the Intergovernmental Cooperation Act, 42 U.S.C. § 4201 et seq., and NEPA, 42 U.S.C. § 4321 et seq. In this instance it also happens to operate a regional crime squad (with the help of LEA A money), engages in joint purchasing efforts, and otherwise performs important functions that may properly be characterized as governmental in nature.
I am fully cognizant that the water district cases, Salyer Land Co. v. Tulare Lake Basin Water Storage District, 410 U.S. 719, 93 S.Ct. 1224, 35 L.Ed.2d 659 (1973), and Associated Enterprises v. Toltec Watershed Improvement District, 410 U.S. 743, 93 S.Ct. 1237, 35 L.Ed.2d 675 (1973), indicate to many that the Supreme Court is backing away from Reynolds v. Sims, 377 U.S. 533, 84 S.Ct. 1362, 12 L.Ed.2d 506 (1964), and its progeny. I think these cases can be read, however, as dealing only with special purpose districts; even though the water districts in Salyer and Toltec had broad governmental powers, they were for a limited or special purpose only, relative to the cost and use of water. See 59 Cornell L.Rev. 687 (1974). Here, while the COG does not have the direct power to tax, its ability to influence or determine the amount, type, and location of virtually every public service is “governmental” power in its truest sense.
None of this, of course, is to say that there must be the same precision in formulating a proper system of apportion*1192ment of representation on a regional planning agency as in a state legislature, just as state legislative reapportionment is not subject to the same strict standards as congressional reapportionment. E. g., White v. Regester, 412 U.S. 755, 763, 93 S.Ct. 2342, 37 L.Ed.2d 314 (1973). Nor is it to fail to recognize the point underlying Mr. Justice Harlan’s dissent in Avery, 390 U.S. at 491-498, 88 S.Ct. 1114, that in a given case a regional planning agency may be of more concern to the rural members thereof than to the urban residents involved.3 These are considerations which could be taken into account, however, in establishing a formula which more equally protects or represents the people of Hartford than the one ultimately adopted, under the threat of this law suit, by the Connecticut Assembly by special act.4 Under the majority decision today,' regional planning agencies for metropolitan areas may be weighted in representational makeup one-sidedly against the urban area in favor of the outlying suburbs and towns, and thus the central cities of states with a state legislature dominated by rural or suburban towns left behind the door when facilities or services requiring federal funding are established.
While the district court did not reach the question and the majority mentions it only in passing, a subsidiary question is whether, since there is no direct election of the members of the new COG as such, this case falls within the rule of Sailors v. Board of Education, 387 U.S. 105, 87 S.Ct. 1549, 18 L.Ed.2d 650 (1967), that-makes the one-man one-vote doctrine of Reynolds v. Sims, supra, inapplicable to non-elected officials. The Connecticut statutes, however, make it very clear the COG will be basically composed of the “chief elected official” from each member town or city. Conn. Gen.Stat.Ann. § 4-124k.5 The “chief elected official” means “the highest ranking elected governmental official of any town, city or borough,” and the term “elected official” means “any selectman, mayor, alderman or member of a common council or other similar legislative body ... or warden of burgess . . . .” Conn.Gen.Stat.Ann. § 4-124i (Supp. for 1974). While the case is one not precisely controlled by precedent in this respect, it seems closest to Bianchi v. Griffing, 393 F.2d 457 (2d Cir. 1968), where persons elected as town supervisors automatically became members of the county board of supervisors. Here as there the fact is that thése officials aré elected, they are not appointed, and the one office (that of “chief elected official”) carries with it automatic membership on the regional council.
*1193From all this it seems clear to me that there is a sufficiently substantial question of constitutionality as to require the convening of a three-judge court, see Rosenthal v. Board of Education, supra.
. The COG was the result of the legislative consolidation under Conn.1971 Public Act No. 821, Conn.Gen.Stat.Ann. §§ 4-124i-124p, of the then existing CRPA and CRCOG, and its composition is principally the object of attack in this suit.
. It is not mere coincidence that COG was created meeting the federal requirements for planning agencies which are to serve as Area Planning Offices and thereby qualify for large federal planning grants.
. There is no indication of any sort that this is the case here. -
. In the case of Hartford (on behalf of the citizens of which the plaintiff-appellants instituted this suit), with a population of approximately 160,000 or 24 percent of the “Capitol Region,” it liad five representatives of the 66 on the old CRPA. Before this suit was brought the Hartford representation on the new COG would have been one of 29, just the same as Andover’s (population 2,000). Thereafter the Connecticut legislature passed Special Act No. 73-79 (eff. May 14, 1973) providing Hartford with three additional representatives to COG who are appointed.
. There is an exception where a town has no “chief elected official,” in which case the representative to COG is chosen from the elected officials by the legislative body of the town. Conn.Gen.Stat.Ann. § 4-124k (Supp. for 1974). Here, however, only three of the 29 towns comprising the so-called Capitol Region have no “chief elected official.” Despite this exception and that specially made in the case of Hartford, the COG is in substantial part elective in nature and composed of elected members. See Bianchi v. Griffing, 393 F.2d 457 (2d Cir. 1968). See also Lodico v. Board of Supervisors, 256 F.Supp. 440 (S.D.N.Y.1966) (reapportionment of County Board of Supervisors ordered where members of Board became such upon election to post of Supervisor by individual towns), approved on this point by Abate v. Mundt, 403 U.S. 182, 183, 187, 91 S.Ct, 1904, 29 L.Ed.2d 399 (1971).