Bylaws Passed, But at What Cost?

A Year of Erosion, a Window for Change. Lydia Tang Stood. The Knife Was Sharp.

On June 23rd, the RIOC Board approved long-awaited amendments to its bylaws. But behind the procedural smiles and resolution language lies a year-long story of strategic erosion. What began as a bold effort to redistribute power toward Roosevelt Island's board and public became, over time, a carefully diluted document. One that whispers change instead of shouting it.

For a full year, Lydia Tang stood firm as the lead author and moral force behind the original reforms. Her September 2024 redline draft represented months of late-night labor, cross-referencing public authorities law, and listening to residents hungry for accountability.

But the system pushed back. Not with loud rejections, but with a surgeon's scalpel. Paragraph by paragraph, language was softened. Oversight mechanisms were tucked behind "consultation clauses." Board powers were rerouted through Albany's legal labyrinth. It was not a rejection of reform, but a co-option—a reshaping of it into something safer.

Yet even this tamed version is a step forward. We cannot overlook that the previous bylaws dated back to 2010 and were unfit for today’s realities. What passed in June 2025, though compromised, is a foundation.

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What Made It In:
The Wins, However Imperfect

• Board Authority Over Key Officers: For the first time, the Board must approve the hiring and firing of the CEO, CFO, COO, General Counsel, and Internal Controls Officer. The President/CEO must now consult with the Board—a meaningful, if partial, shift in oversight.

• Agenda Access (With Strings): A majority of board members can now force an item onto the agenda. However, the Chair can block such items citing potential "legal risk" after consulting counsel—a newly added veto mechanism.

• Codified Committees: Standing Governance and Audit Committees are now embedded in the bylaws, with independence standards tied to Public Authorities Law.

• Committee Appointments Democratized: In a major shift, the Chair can no longer assign committee members unilaterally. At least one board member is appointed by the Chair with Board approval, and the rest are elected by the full Board. This change opens the door to more representative and transparent committee assignments.

• Non-Voting Advisors: Committees may now include independent, non-voting advisors, creating a structured path for external voices—albeit controlled by annual Board review.

• Supremacy of By-Laws: For the first time, the bylaws explicitly state that they take precedence over all internal policies and documents unless in conflict with state or federal law. This prevents administrative workarounds and reaffirms that the bylaws—not vague “business practices”—are the source of truth for RIOC governance.

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What Was Lost:
A Year of Obstruction and Collusion

• Transparency Around Raises: Language requiring pre-budget salary disclosures and Board approval for non-union raises was stripped entirely.

• Ethics and Recusal Safeguards: Strong language around conflicts of interest, including forced recusals and bans on influencing votes, was replaced by a generic "Code of Ethics" reference—reducing enforceability.

• Accessibility Requirements: Mandates for ADA-compliant venues, closed captioning, and language access were dropped without explanation.

• Committee Participation: The requirement that all Board members be assigned to a committee within 60 days of appointment was eliminated. So too was the obligation for committee chairs to coordinate with executive staff.

• Agenda Thresholds Weakened: The bar to include an agenda item shifted from "three board members" to a "majority," a higher and harder-to-organize threshold.

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Accountability Demands Company

There’s no denying it: this is reform by attrition. But it’s also reform. The updated bylaws give Roosevelt Island a slightly stronger framework, a few sharper tools, and clearer lines of legal authority.

Now comes the test of implementation—and courage.

Will the new Board members use these tools to restore genuine oversight? Will the public push for the ethical codes, salary transparency, and public access rules that were gutted during the legal rewrite? Will Roosevelt Island residents organize around those still-silenced paragraphs?

This isn’t over. These bylaws are a floor, not a ceiling. And with new directors now on the board, the question is whether they will fight to finish what Lydia started.