for the


Dover/Kent County Metropolitan Planning Organization



July 2021 amended bylaws








Prepared  by the


Dover/Kent County Metropolitan Planning Organization



1783 Friends Way Third Floor Camden, DE 19934


Phone: 302-387-6030 Fax:302-387-6032


These bylaws are subject to change based on any changes made to the original Agreement governing the creation of the Dover/Kent County MPO and subsequent Supplemental Agreements.

















































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Houston Leipsic Magnolia Smyrna Woodside


Section 2.

Kenton Little Creek Milford Viola Wyoming


Council Alternates



Each Council member may from time to time designate an alternate to attend MPO meetings. Designated alternates shall have the privilege of voting on any Council  matters, unless they are members of the Technical Advisory Committee (TAC) or Public Advisory Committee (PAC). Those alternates will be counted as quorum, but on action items will be designated as “not voting.”


Council member alternates may not serve as permanent or temporary officers of the Council or be appointed as members of the Executive Committee.


Section 3. Officers


Prior to the Annual Meeting of the Council, the Council Chairperson may appoint a Nominating Committee to report to the Council a slate of officers for their consideration. Nominations for Council officers may also be accepted from the Council membership at the Annual Meeting.


At the Annual Meeting, the Council will elect a Chairperson and Vice-chairperson from among its voting members. Newly elected officers may take office at the next Regular or Special Meeting of the Council; re-elected officers may resume office at the Annual Meeting. Officers may succeed themselves.


The Chairperson shall preside at all meetings, appoint all committees and committee Chairpersons (except for those committees specified in Article IV, Sections 4 and 5), be the official MPO spokesperson, sign all Council resolutions, and perform such other duties as are appropriate to the office. The Vice-chairperson shall act in the absence of the Chairperson. In the absence of both the Chairperson and Vice-Chai rperson, the members present will designate a Chairperson Pro Tempore for that meeting. Alternates shall not serve as the Chairperson Pro Tempore.


If the elected Chairperson can no longer serve, the Vice-chairperson may serve as acting Chairperson until the next annual election of Council officers, or Council members may hold a special election for a new Chairperson. If the Chairperson and the Vice­ chairperson can both no longer serve, the Council shall accept nominations and elect an acting Chairperson to serve until the next annual election of Council officers.



Council members shall serve without compensation, except the members of the Council may be reimbursed for reasonable and necessary out-of-pocket expenses associated with Council meetings or other official MPO activities as approved by Council.

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meetings of the Council shall be conducted in accordance with the most current edition of Robert’s Rules of Order, Newly Revised.





Section 1.        Executive Director


The Executive Director shall serve at the pleasure of the Council, and shall be appointed or removed from the position by a majority vote of a quorum of the Council membership. He or she shall conduct the daily operations of MPO and be responsible for carrying out the requirements and directives of the Council. The Executive Director shall employ all personnel and superintend and control the work to be done by said  personnel. In addition, the Executive Director shall serve as both Secretary and Treasurer of the Council, without vote.


The Executive Director shall be the chief administrative officer of the Council’s  staff. The Executive Director shall have the responsibility to negotiate consensus among the member agencies on the full range of issues which are likely to arise; to develop clear recommendations for the Council’s action; to provide appropriate technical analyses and studies; to articulate the regional position to various legislative, executive, business,  civic, and citizen audiences, and the press; to release documents for public comment; to convene working groups; and to take initiative in defining policy issues for the Council’s consideration.


In the event of a vacancy in the position of Executive Director, recommendations for filling the position shall be made to the Council by the Executive Committee.


Section 2.        Staff


Within the limitations of the annual adopted budget, the Executive Director shall retain such professional, technical, and clerical staff as is necessary to carry out the responsibilities and duties of MPO. The Executive Director may set the salary and benefits of the staff in accordance with the provisions of the Article V, Section 3, and with the approval of the Council.





Section 1.        Executive Committee


One Council member each representing the State, the County and local government, serving at the pleasure of the Chairperson, shall make up the Council’s Executive Committee. The Executive Committee shall meet at the call of the Chairperson and shall conduct the business and affairs of MPO that arise between Council meetings.



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MPO staff, and their own deliberations.


MPO staff shall provide appropriate logistical and staff support to committees established by Council.


Section 4. Public Advisory Committee (PAC) Bylaws


The Council shall establish a Public Advisory Committee (PAC) to assist in public outreach and interaction. The PAC membership will be appointed from different geographic areas throughout the MPO region that have an interest in transportation policy and public involvement. PAC members should be recruited from the following groups: civic umbrella groups, business groups, public interest groups, environmental groups, transportation interest groups and agencies that represent diverse populations, such as minorities, the elderly, disabled citizens, and transit-dependent populations. One PAC member appointed by Kent County shall be a working farmer or active in agribusiness in some way.


Each permanen Council member , or their designated appointee, shall appoint the PAC members. The Council municipal representative may also appoint a PAC member.


Council appointments are allocated in the following manner:


Governor’ s Office or the Governor’ s appointee – 2 members State of Delaware / Department of Transportation – 1 member State of Delaware / Delaware Transit Corporation – 1 member City of Dover – 3 members

Kent County – 6 members

Municipal Representative – 1 member


Each Council member, or their appointee may also appoint alternate members to the PAC. A PAC member may recommend an alternate to attend in his/her absence , subject to confirmation by the appointing Council member. Alternate members may represent any PAC member of the same appointing agency.              Five members will constitute a quorum.


The PAC will assist Council with public outreach with the following tasks:

► Recommend public outreach and involvement strategies. This includes  MPO’s public participation process.

► Review and critique MPO publications for clarity, effectiveness and user friendliness. These publications will include the Regional Transportation Plan (RTP), the Transportation Improvement Program (TIP) and the Unified Planning

Work Program (UPWP), as well as website content.


► Serve as a liaison between Council and the public for the distribution of MPO

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member. If the member cannot fulfill the meeting requirement, he or she may be asked to resign. A PAC member may also be recommended for removal from membership on the PAC for reasons of conduct or performance, on the recommendation of the PAC Chairperson and with the affirmative vote of a quorum of the PAC, and subject to approval by the MPO Council. If a PAC member is removed from the PAC, their position will be filled through the regular process as identified above.


PAC members may recommend alternates to represent them by submitting a written statement to their appointing Council member. An alternate cannot represent the PAC member for more than four (4, or 67%) of the regularly scheduled PAC meetings within a calendar year. If this occurs, the PAC member will be recommended for removal for non­ attendance.


The PAC shall elect its own Chairperson and Vice-chairperson annually from among its members. The term of the Chairperson and Vice-chairperson shall be one (1) year.


All meetings of the PAC shall be open to the public. Regular meetings of the PAC shall be held in June of each year and at least every other month thereafter. Public  involvement at PAC meetings shall be encouraged and facilitated by the PAC and staff. PAC meetings shall be set on a regularly scheduled day of the week at a time and location to permit convenient participation by the members and the public


Section 5. Technical Advisory Committee (TAC)


The Council shall establish a Technical Advisory Committee with the following agencies represented:



City of Dover, Office of Planning & Inspections City of Dover, Public Works

City of Milford, Department of Planning Town of Smyrna

Delaware Department of Natural Resources and Environmental Control Delaware Transit Corporation

Delaware Department of Transportation, Division of Planning Delaware Department of State, Division of Small Business* Delaware Office of State Planning Coordination

Kent County, Planning

Kent County Conservation District Delaware Department of Agriculture

Kent County Municipalities’ representative Dover Air Force Base


*Formerly the Delaware Economic Development Office





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cannot fulfill the meeting requirement, another representative may be requested.


TAC members should also designate an alternate to represent them, confirmed in writing or e-mail by their appointing agency.





Section 1. Annual Work Program


The Executive Director shall prepare an annual Unified Planning Work Program (UPWP) for the following fiscal year for adoption at the Annual Meeting of the Council in March of each year, according to federal and/or state requirements and such other provisions as required by the Council.


Section 2. Apportionment of Costs


Funds for MPO operations will be drawn from federal, state, and local public agencies, as well as private sources, as appropriate. The non-federal share of funding for the proposed program shall be apportioned among the member jurisdictions on the basis of an annual funding agreement that shall be entered into by the March Council meeting prior to the fiscal year for which the agreement is made.


Further, federal funding shall be provided to MPO through the State of Delaware as specified by federal requirements. Additional state or local funds may be provided to MPO, as needed, to fulfill the work program, as well as to conduct special studies for member agencies .


Section 3. Annual Budget


MPO will prepare an annual budget for a twelve (12) month period. The budget shall state the anticipated expenditures of MPO, in accordance with the UPWP and the anticipated revenue in accordance with formulae for contributions mutually agreed upon by the members of the Council, subject in all cases to budgetary approval by each contributing body. The Council shall adopt the budget at the regular meeting of the Council in March each year for the following fiscal year.


Section 4. Audit Requirements


A financial audit of operations, activities, and records of MPO shall be made when the MPO budget reaches or exceeds the federal requirement for single audit as determined by current federal regulations. The audit shall be performed by a firm of independent certified public accountants. A copy of the audit shall be made part of the permanent records of the Council and available to the public at the MPO offices. Copies shall be made available to all participating governments and public agencies, in addition to appropriate state and federal agencies.


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