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Appointment to the PANDA Board of Directors

Meetings/Documents/wd::dc_2784_panda_appointment_memo
Working document2026-05-11

[Sourced from PANDA Bylaws & Village Law. AI assistance from Claude.]

Appointment to the PANDA Board of Directors

by Trustee Uku · May 11, 2026

Motion

I move that the Board appoint Alex Geller as the Village of Red Hook’s Primary Director on the PANDA Board of Directors, effective immediately and for an unlimited term, as supported by PANDA Board Chair Eric Riback and Program Director Suzanne Fagel.

Authority

The PANDA bylaws provide that each member municipality appoints its own Primary Director. Section III states: “The Village of Red Hook may appoint one Primary Director.” The appointing body is “the respective municipality.” Under Village Law, the governing body of a village is its Board of Trustees. This appointment is a Board action, not a mayoral prerogative.

PANDA Board Chair Eric Riback confirms: “Our bylaws state that each of our funding municipalities appoints one of our five board members, without term, so they serve at the pleasure of your Board of Trustees.”

  • PANDA Bylaws, Section III — Directors (appointment of Primary Directors by member municipalities)

  • Village Law § 3-301(1) (Board of Trustees as governing body)

Is Village Residency Required?

No. Village Law § 3-300(1) imposes residency requirements on members of Village boards and commissions — bodies created by and subordinate to the Village Board. PANDA is an independent inter-municipal nonprofit corporation organized under New York Not-for-Profit Corporation Law. It is not a Village board or commission. Section 3-300 does not apply.

There is no residency requirement in the PANDA bylaws for appointed directors. Per Riback, the outgoing Village director, Mark Durand, “has not lived in our area for several years.” Also, “I recognize Alex does not live in Red Hook, but I see him as deeply connected and committed to Red Hook in his position as library director.”

Governance Is Not Contingent on Funding

The Village does not directly fund PANDA. Nor does it directly fund the Red Hook Public Library, whose budget is supported entirely by the school district and Town of Red Hook — yet the Village Board holds a governance role in Library Board appointments. Appointment authority flows from the Village’s charter role as a member municipality, not from its budget. Neither residency nor funding are requirements.

PANDA Program Director Suzanne Fagel notes that the public television–public library connection is a natural marriage in communities across America.

Attachments

Letter of support from PANDA Board Chair · Alex Geller’s resumé