Agenda Item # 13
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Date: |
April 20, 2005 |
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Committee Meeting Date: |
May 12, 2005 |
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Board Meeting Date: |
June 2, 2005 |
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ACTION
X
DISCUSSION
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| INFO
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BOARD MEMORANDUM
| TO: |
Technical Advisory Committee |
| | Santa Clara Valley Transportation Authority |
| | Board of Directors |
| | | | THROUGH: | Peter M. Cipolla |
| | General Manager |
| | | | FROM: | Carolyn M. Gonot |
| | Chief Development Officer |
| | |
| SUBJECT: |
Amendment to the Technical Advisory Committee Bylaws Requested by the VTA Board of Directors |
RECOMMENDATION:
Consider the amendment to the Technical Advisory Committee (TAC) bylaws requested by the VTA Board of Directors modifying the number of affirmative votes required to pass an item.
BACKGROUND:
The TAC is an 18-member committee consisting of 16 voting and two ex-officio (non-voting) representatives. The voting members are comprised of one management level staff member (usually the planning or public works director) from each of VTA’s Member Agencies: the 15 cities and the County of Santa Clara; the ex-officio members are one representative each from VTA and the California Department of Transportation (Caltrans). TAC’s mission is to advise the Board of Directors on technical issues related to transportation and land use planning.
The TAC 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.
The VTA Board, at its January 2005 meeting, considered proposed changes to the Policy Advisory Committee (PAC) bylaws. As a result of its evaluation, the Board expressed concern with the existing PAC bylaw provision that allowed for a majority of a quorum, rather than a majority of the total membership, to pass an item. This specific provision had originally been a majority of total membership but the Board, in December 2002, approved PAC’s request to change it to a majority of quorum present.
The Board indicated its preference that the advisory committee approval process mirror the Board approval process as spelled out in the VTA enabling act, which requires all acts of the Board to be approved by a majority of the entire VTA Board. To this end the Board, at its March 30, 2005 meeting, rescinded its prior approval, which reverted the PAC Bylaws back to requiring approval by a majority of total membership. The Board also indicated its desire that the voting requirement for all advisory committees be changed to the uniform standard of majority of total membership.
Section 5.4 of the current TAC bylaws, approved by the Board in March 2004, specifies the voting requirement for the Committee as a majority of those present, so long as a quorum is present.
ALTERNATIVES:
The Committee may approve, reject or modify the proposed amendment. However, by virtue of §4-3 of the VTA Administrative Code, advisory committees bylaws are subject to final approval by the VTA Board.
FISCAL IMPACT:
There is no fiscal impact associated with amending the TAC bylaws.
Prepared by: Stephen Flynn, Sr. Management Analyst
Reviewed by: Suzanne Gifford, General Counsel
Attachment A
BYLAWS FOR THE TECHNICAL ADVISORY COMMITTEE
Article I
GENERAL PROVISIONS
§1.1 Purpose
These Bylaws govern the proceedings of the Technical Advisory Committee (TAC), 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 Technical 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.
Article II
DUTIES AND AUTHORITY
§2.1 Duties
It shall be the duty of the Committee to advise the Board of Directors on major policy and technical issues related to VTA projects and programs which are referred to the Committee either by the Board or the General Manager or which are raised by the Committee upon its own initiative. 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, each of whom shall be a staff member from each Member Agency. One member and one alternate shall be appointed by the chief administrative officer of each Member Agency and shall serve at the pleasure of the Member Agency. In addition, VTA may appoint one ex-officio member and one alternate, who shall not be counted for purposes of establishing a quorum and who shall have no voting rights.
§3.2 Members’ Terms
Members and alternates to the Committee shall serve continuously until resignation or replacement by their respective appointing authorities.
§3.3 Vacancies
Vacancies shall be filled 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 a one-year term. The chairperson shall preside at all meetings of the Committee and represent the Committee before the Board of Directors. The chairperson, in consultation with the Committee staff liaison, may identify items of interest for future committee 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. 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 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 1:30 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 with the approval of the General Manager. 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 nine members shall constitute a quorum for the transaction of business. All
official 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 [Reserved]
§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 under any of the following conditions:
a. Upon a determination by an affirmative vote of the Committee that an emergency exists, as defined in Section 54956.5 of the Government Code.
b. 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 VTA subsequent to the agenda being posted.
c. The item was properly posted for a prior meeting of the Committee not more than five calendar days prior to the date action is taken on the item, and at the prior meeting the item was continued to the meeting at which action is being taken.
d. After consulting with the committee staff liaison, by requesting staff to place an item of business for discussion or action on a subsequent agenda. (This is an appropriate action for issues raised under Public Presentations.)
§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
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. The agenda may include recommendations for Committee action as appropriate. 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 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. The secretary may withhold placement on the agenda of any matter which is not timely received, lacks sufficient information or is in need of staff review and report prior to Committee consideration. Any member of the Committee may request that such withheld matter be placed on the agenda by contacting the secretary in advance of the 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 of its total authorized 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.
Amended by Board of Directors: June 3, 1999
Amended by Board of Directors: March 4, 2004
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