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Agenda Item # 10

BOARD MEMORANDUM

BACKGROUND: 

At the January 2005 CTA meeting, the Committee of the Whole suggested the Committee consider reviewing and amending the CTA Bylaws to address issues regarding what constitutes a quorum and how it impacts the ability of the Committee to conduct business.   At the February 2005 CTA meeting, Committee members requested that a discussion of the Bylaws be placed on the March 2005 agenda. 

This item was on the April 2005 CTA meeting agenda.  After discussion took place, the Committee agreed to place this item on the May 2005 CTA agenda for further discussion.

DISCUSSION: 

The CTA is comprised of 22 members, including 21 voting members plus one Ex-Officio member.   Twelve of the members are Persons with Disabilities, and 9 members represent Agencies and/or Businesses.  The Ex-Officio member is a representative from the paratransit broker. 

The Bylaws for the CTA (Attachment A) shall govern the Committee’s proceedings to the extent they are not inconsistent with the VTA Administrative Code (Attachment B) or law.   The VTA Administrative Code provides “a majority of the total authorized membership of the advisory board or committee constitutes a quorum for the transaction of business and all acts of the body shall require either the affirmative vote of a majority of its total authorized membership, or if the committee or board bylaws so provide, the affirmative vote of the majority of the members present so long as a quorum is present.” 

Currently, CTA Bylaws state, “the presence of 11 members shall constitute a quorum for the transaction of business.   All official acts of the Committee shall require the affirmative vote of 11 members.”  Currently, there are 10 (of 12 available) seated members representing Persons with Disabilities, 6 (of 9 available) seated members representing Agencies and/or Businesses, and one Ex-Officio member.  VTA staff is constantly recruiting to fill vacancies, but consistently there are unfilled seats on the Committee.  These vacancies and absences make it very difficult to achieve the required 11 member affirmative vote to conduct business. 

Committee members have asked staff to examine if the CTA Bylaws could be amended to allow for the affirmative vote of the majority of the members present so long as a quorum is present.  This amendment would delete the requirement of an affirmative vote of 11 voting members of the committee.

Committee members have also expressed interest in amending the Bylaws to allow for the selection of Co-Chairs to lead the Committee.  This Bylaw topic was discussed as part of the Chair selection process in late 2003 and early 2004.  No action beyond the general discussion of the duties of a Chair versus the duties of Co-Chairs was taken.

The Committee’s Bylaws allow members to advise staff as a committee regarding policy and service concerns being addressed by the Board of Directors.  All advisory bylaws must be consistent with the VTA Administrative Code.  Amendments to bylaws must be approved by a majority of voting membership of an advisory committee and by the VTA Board of Directors.

Staff welcomes the CTA’s full discussion regarding its Bylaws and consideration of possible amendments in accordance with the VTA Administrative Code.  It is recommended that members review the CTA Bylaws (Attachment A) and relevant portions of the VTA Administrative Code (Attachment B) to assess if amendments are necessary to allow the Committee to function with additional effectiveness.

CONTACT THE OFFICE OF THE BOARD SECRETARY FOR ATTACHMENTS.

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