skip to main content skip to related links skip to website navigation links
VTA Home
Customer Service Phone: (408) 321-2300


   Related Links


   Board of Directors

   Standing Committees

   Advisory Committees

   Policy Advisory Boards

   Government Affairs

       Legislative Programs
       Policy Updates
       Transportation Funding


Agenda Item # 13

  Date: February 1, 2005
  Committee Meeting Date: February 10, 2005
  Board Meeting Date: March 3, 2005
  ACTION    X      DISCUSSION   ___ INFO   ___

BOARD MEMORANDUM

TO: Policy Advisory Committee
 Santa Clara Valley Transportation Authority
 Board of Directors
  
THROUGH:Peter M. Cipolla
 General Manager
  
FROM:Carolyn M. Gonot
 Chief Development Officer
  
SUBJECT: Amendments to the Policy Advisory Committee Bylaws Requested by the VTA Board of Directors

RECOMMENDATION:

Consider amendments to the Policy Advisory Committee (PAC) bylaws requested by the VTA Board of Directors to modify the number of affirmative votes required to pass an item and to codify the responsibility of the PAC chairperson to collaborate with the chairperson of the VTA Board on integrating the PAC Work Plan with the objectives of the VTA Board.

BACKGROUND:

The PAC is a sixteen-member committee representing the member agencies that comprise VTA.  It consists of one elected official from each of the county’s 15 cities and one County Supervisor and advises the VTA Board on policy issues referred to the committee.  Its mission is to ensure that all jurisdictions within the county have input to the development of VTA’s policies.

The PAC bylaws govern the proceedings of the committee and its meetings.   They delineate such things as membership requirements, term durations and term limits for members, the number of members required to constitute a quorum, etc.   All advisory committee bylaws must be consistent with the VTA Administrative Code.  Amendments to the bylaws must be approved by a majority of the Committee’s authorized membership and by the VTA Board.

At its October 14, 2004 meeting, PAC approved several amendments to its bylaws.   Most of the amendments had been proposed to address issues and concerns of members.   A few minor modifications had been requested by staff to enhance clarity and specificity, improve meeting efficiency, and promote consistency between advisory committee bylaws.  As stipulated by the PAC bylaws, the proposed amendments were then submitted to the VTA Board for required approval.

DISCUSSION:

The VTA Board, at its January 6, 2005 meeting, considered the proposed amendments to the PAC bylaws.  Although the VTA Board did not express any concerns with the proposed amendments, it did request two additional amendments.  They referred the PAC bylaw amendments back to staff for modification and resubmission to PAC for consideration.

Staff has prepared amendments to reflect the VTA Board’s requests into the PAC bylaws, which are now presented for PAC consideration (see Attachment A) with deletions shown in overstrike and additions in italics:

  • The VTA Board was concerned with provision §5.4 (page A4), amended in December 2002, which allows for a majority of a quorum, rather than a majority of the total membership, to pass an item.   Given the increased role and responsibilities of the PAC in advising the Board, the Board felt it was not appropriate, assuming any matter was voted on when only 9 PAC members (a quorum) were present, for the matter to carry on a 5-4 vote.   This is consistent with the VTA enabling act, which requires all acts of the Board to be approved by a majority of the entire VTA Board.  The VTA Board also indicated its desire that voting requirements for all advisory committees be uniform.  A related modification has also been made to §6.1 (page A6) for consistency.
  • Reflecting a concern for improving coordination and timely exchange of information between the VTA Board and the PAC, the VTA Board requested that the PAC bylaws explicitly state the responsibility of the PAC chairperson to consult and collaborate with the VTA Board chairperson to align the PAC Work Plan with the needs and goals of the VTA Board.  This has been incorporated into §4.1 (page A3), which delineates the duties and responsibilities of the PAC chairperson and vice chairperson.

These amendments and the Committee’s input regarding them, if any, will be added to the bylaw amendments approved by PAC at its October meeting and both will be submitted to the VTA Board for final approval at its March 2005 meeting.

ALTERNATIVES:

The Committee may approve, reject or modify the proposed amendments.   However, by virtue of §4-3 of the VTA Administrative Code, advisory committees bylaws are subject to approval by the VTA Board.

FISCAL IMPACT:

There is no fiscal impact associated with amending the PAC bylaws.

BYLAWS FOR THE POLICY ADVISORY COMMITTEE

Article I

GENERAL PROVISIONS

§1.1             Purpose

 

            These Bylaws govern the proceedings of the Policy Advisory Committee (PAC), an advisory committee established by the Board of Directors of the Santa Clara Valley Transportation Authority (VTA).

§1.2             Construction of Bylaws

             Unless the provisions or the context of these Bylaws otherwise require, the general provisions, rules of construction and definitions set forth in Chapter 1 of the VTA Administrative Code shall govern the construction of these Bylaws.   As used in these Bylaws, “Committee” means the Policy Advisory Committee.  These Bylaws shall govern the Committee’s proceedings to the extent they are not inconsistent with VTA’s Administrative Code or law.

§1.3             Definitions

a.          As used in these Bylaws, “chairperson” means the chairperson of the Committee.

          b.             As used in these Bylaws, “secretary” means the secretary of the

Committee.

c.          As used in these Bylaws, “Member Agency” means the County of Santa Clara or a city within the County.

d.          As used in these Bylaws, “policy” issues include questions of policy as generally described in Public Utilities Code (PUC) §100071 and excludes administrative issues as generally described in PUC §100100.

Article II

DUTIES AND AUTHORITY

§2.1      Duties

                The Committee shall advise the Board of Directors on:

a. Policy issues referred to the Committee by either the Board or the General Manager;

b. The countywide transportation plan (Valley Transportation Plan), the Short-Range Transit Plan (SRTP), development of the annual or biennial budget, and tariff and service modifications.

The Committee may also advise the Board of Directors with respect to any policy matter the members determine to be relevant to their Member Agency or to VTA.

It shall be the members’ responsibility to keep their respective appointing agencies informed of key issues, facilitate communication between those agencies and VTA, and to help build the consensus necessary to make policy decisions.

§2.2             Limitations on Authority

            The Committee shall serve in an advisory capacity to the Board of Directors.   It shall have no independent duties and no authority to take actions that bind VTA or the Board of Directors.  No expenditures or requisitions for services and supplies shall be made by the Committee and no individual member thereof shall be entitled to reimbursement for travel or other expenses except as authorized by the Board of Directors.

Article III

MEMBERSHIP

§3.1             Membership

            The Committee shall be composed of 16 members and their alternates as follows: one member from each Member Agency governing board and an alternate for each member, who also shall be a Member Agency governing board member.   Members and alternates shall be appointed by their respective governing boards. The alternate representing the County Board of Supervisors may be selected from a Member Agency city council.  If a member or an alternate ceases to hold office on the governing board from which he or she was appointed, the appointing body shall appoint another member or alternate for the remainder of the term.  No member of the Board of Directors shall be appointed to serve on the Committee, although Board alternates may be appointed to the Committee.  VTA employees are not eligible for membership.

§3.2             Members’ Terms

            The term of membership of each Committee member and alternate shall be two years, commencing on January 1 and ending on December 31 of the following year.   Members and alternates may be appointed to successive terms.

§3.3             Vacancies

            A vacancy shall exist whenever a member or alternate ceases to hold elected office on the governing board from which he or she was appointed.   Vacancies shall be filled for the remainder of the term by the body which made the original appointment.

Article IV

OFFICERS

§4.1             Chairperson and Vice Chairperson

             The Committee shall elect from its membership a chairperson and a vice chairperson at its first meeting of the calendar year, to serve for one-year terms.  In the event of a vacancy in the chairperson’s position, the vice chairperson shall succeed as chairperson for the balance of the chairperson’s term and the Committee shall elect a successor to fill the vacancy in the vice chairperson’s position as provided below.  In the event of a vacancy in the vice chairperson’s position, the Committee shall elect a successor from its membership to fill the vice chairperson’s position for the remainder of the vice chairperson’s term.

The chairperson shall preside at all meetings of the Committee and represent the Committee before the Board of Directors.  The PAC chairperson shall consult and collaborate with the chairperson of the Board of Directors on a regular basis to coordinate and align the PAC Work Plan with the objectives and needsof the Boardand shallprovide to the Board at each of their meetingsa verbal report on the previous PAC meetingand any concerns of that committee.  The chairperson, in consultation with the Committee staff liaison, may identify items of interest for future agendas that are relevant to the Committee’s duties and responsibilities.

The vice chairperson shall perform the duties of the chairperson when the chairperson is absent.

             The Committee shall appoint a nominating committee to nominate Committee members for the positions of chairperson and vice chairperson.  Members willing to serve in either of these positions may submit their names to the nominating committee for nomination.  Members may also submit names of other members for nomination.  The nominating committee shall verify that members whose names have been submitted are willing serve in those positions.  The nominating committee shall submit to the Committee the names of those members whom it has nominated and recommends for election.  Notwithstanding these procedures, any member may nominate a member from the floor. 

§4.2             Secretary

            The Secretary of the Board of Directors shall furnish clerical services to prepare and distribute the Committee’s agendas, notices, minutes, correspondence and other documents and shall assign an employee to attend each meeting of the Committee to serve in the capacity as the Committee’s secretary.   The secretary shall maintain a record of all proceedings of the Committee as required by law and shall perform other duties as provided in these Bylaws.

Article V

MEETINGS

§5.1             Regular Meetings

            Regular meetings of the Committee shall be held on the second Thursday of each month.   The committee meeting shall commence at 4:00 p.m. in Building B, conference room 104 at the VTA Administrative Offices, 3331 North First Street, San Jose, California.  Whenever a regular meeting falls on a holiday observed by VTA, the meeting shall be held on another day or cancelled at the direction of the Committee.  A rescheduled regular meeting shall be designated a regular meeting.

§5.2      Special Meetings

             A special meeting may be called by the chairperson in accordance with the Ralph M. Brown Act.    The meeting shall be called and noticed as provided in Section 5.3 below.  (For a general description of the noticing procedures, see the Rules of Procedure of the Board of Directors.)

§5.3      Calling and Noticing of Meetings

             All meetings shall be called, noticed and conducted in accordance with the applicable provisions of the Ralph M. Brown Act (commencing with Section 54950 of the Government Code).   The General Manager and General Counsel shall be given notice of all meetings.  The Committee shall meet at least once every three months, unless the Committee’s activities are suspended.

§5.4             Quorum; Vote; Committee of the Whole

            The presence of 9 members shall constitute a quorum for the transaction of business.   All acts of the Committee shall require the presence of a quorum and the affirmative vote of a majority of the total authorized membership. members present.  At any regularly called meeting not held because of a lack of a quorum, the members present may constitute themselves a “committee of the whole” for the purpose of discussing matters on the agenda of interest to the committee members present.  The committee of the whole shall automatically cease to exist if a quorum is present at the meeting.

§5.5             Alternates

            If a Committee member represented by an alternate is absent from all or a portion of a meeting, the alternate shall be seated in that Committee member’s seat and vote in the place of the absent member.   An alternate shall be counted as part of the Committee quorum only when seated in the place of an absent member.

§5.6      Thirty Minute Rule

            If a quorum has not been established within thirty minutes of the noticed starting time for the meeting, the secretary and clerical support staff may be excused from further attendance at the meeting.

§5.7             Absences

            If a member is absent from four Committee meetings in any twelve-month period, the position shall automatically be vacated and a successor shall be appointed to fill the remainder of that member’s term.

§5.8             Matters Not Listed On the Agenda Requiring Committee Action

            Except as provided below, a matter requiring Committee action shall be listed on the posted agenda before the Committee may act upon it.   The Committee may take action on items not appearing on the posted agenda  only upon a determination by a two-thirds vote of the Committee, or if less than two-thirds of the members are present, a unanimous vote of those members present, there is a need to take immediate action AND the need to take action came to the attention of the Committee subsequent to the agenda being posted.

§5.9      Time Limits for Speakers

            Each member of the public appearing at a Committee meeting shall be limited to two minutes in his or her presentation, unless the chairperson, at his or her discretion, permits further remarks to be made.   Any person addressing the Committee may submit written statements, petitions or other documents to complement his or her presentation.

§5.10             Impertinence; Disturbance of Meeting

            Any person making personal, impertinent or indecorous remarks while addressing the Committee may be barred by the chairperson from further appearance before the Committee at that meeting, unless permission to continue is granted by an affirmative vote of the Committee.   The chairperson may order any person removed from the Committee meeting who causes a disturbance or interferes with the conduct of the meeting, and the chairperson may direct the meeting room cleared when deemed necessary to maintain order.

§5.11    Access to Public Records Distributed at Meeting

            Writings which are public records and which are distributed during a Committee meeting shall be made available for public inspection at the meeting if prepared by VTA or a member of the Committee, or after the meeting if prepared by some other person.

Article VI

AGENDAS AND MEETING NOTICES

§6.1             Agenda Format and Content

            The agenda shall specify the starting time and location of the meeting and shall contain a brief general description of each item of business to be transacted or discussed at the meeting.   The description shall be reasonably calculated to adequately inform the public of the subject matter of each agenda item.

Items may be referred for inclusion on an agenda by: (1) the Board of Directors; (2) the General Manager; (3) the Committee Chairperson; and (4) the Committee, with a quorum present and upon the affirmative vote of a majority of the total authorized membership.members present.  The order of business shall be established by the secretary with the approval of the chairperson.

§6.2      Public Presentations

            Each agenda for a regular meeting shall provide an opportunity for members of the public to address the Committee on matters of interest to the public either before or during the Committee’s consideration of the item, if it is listed on the agenda, or, if it is not listed on the agenda but is within the jurisdiction of the Committee, under the agenda item heading “Public Presentations.”   The Committee shall not act upon an item that is not listed on the agenda except as provided for under Section 5.8.  Each notice for a special meeting shall provide an opportunity for members of the public to directly address the Committee concerning any item that has been described in the notice for the meeting before or during consideration of that item.

§6.3             Agenda Preparation

            The secretary shall prepare the agenda for each meeting in consultation with VTA staff and the chairperson.

Material intended for placement on the agenda shall be delivered to the secretary on or before 12:00 Noon on the date established as the agenda deadline for the forthcoming meeting. 

§6.4             Agenda Posting and Delivery

            The written agenda for each regular meeting and each meeting continued for more than five calendar days shall be posted by the secretary at least 72 hours before the meeting is scheduled to begin.   The written agenda for every special meeting shall be posted by the secretary at least 24 hours before the special meeting is scheduled to begin.  The agenda shall be posted in a location that is freely accessible to members of the public.  The agenda together with supporting documents shall be delivered to each Committee member, the General Manager and General Counsel at least five days before each regular meeting and at least 24 hours before each special meeting.

§6.5             Meeting Notices

            The secretary shall mail notice of every regular meeting, and every special meeting which is called at least one week prior to the date set for the meeting, to each person who has filed with VTA a written request for notice as provided in Section 54954.1 of the Government Code.   The notice shall be mailed at least one week prior to the date set for the meeting.  Notice of special meetings called less than seven days prior to the date set for the meeting shall be given as the secretary deems practical.

Article VII

MISCELLANEOUS

§7.1             Adoption and Amendment of Bylaws

            These Bylaws shall be adopted and amended by the Committee by the affirmative vote of a majority if its membership and with the approval of the Board of Directors.

§7.2             Robert’s Rules

            All rules of order not herein provided for shall be determined in accordance with Robert’s Rules of Order, latest edition.

Adopted by Board of Directors:   May 2, 1996

Amended by Board of Directors:   December 12, 2002

Amended by Board of Directors:  June 5, 2003

 

Prepared by: Stephen Flynn, Sr. Management Analyst
Reviewed by: Suzanne Gifford, General Counsel

Click here to return to the Board Agenda Index