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Board Rules & ProceduresAdopted:06/23/1993 SECTION 1: MEETINGS 1.1 Meetings Amended October 23, 1997 A. Regular Meeting. The regular meeting of the Los Angeles County Metropolitan Transportation Authority (MTA) shall be held the fourth Thursday of each month commencing at 9:30 a.m., or at a date and time designated by the Chair, at the MTA Headquarters Building, One Gateway Plaza, Los Angeles. B. Annual Meeting. The regular meeting in June will be deemed the annual meeting. C. Special Meetings. Special meetings of the Los Angeles County Metropolitan Transportation Authority may be called in the same manner provided by Section 54956 of the Government Code. Amended October 23, 1997 D. Adjourned Meetings. The Los Angeles County Metropolitan Transportation Authority may adjourn any regular, adjourned regular, special or adjourned special meeting to a time and place specified in the order of adjournment in accordance with Section 54955 of the Government Code. Adopted June 23, 1993 1.2 Quorum. A majority of the voting members of the Board of Directors of the Los Angeles County Metropolitan Transportation Authority shall constitute a quorum, and, except for any decision for which more than a majority vote is specifically required, all action at a meeting shall require the affirmative vote of a majority of the voting members of the Board. Amended October 23, 1997 1.3 Committee of the Whole. At any meeting not held due to lack of a quorum, the members present, if less than a quorum of the Authority, may constitute themselves a “Committee of the Whole”, for purposes of discussing agenda matters or any other matter of interest to the members present. The Committee shall automatically cease if a quorum is reached. Amended October 23, 1997 1.4 Committees. A. Designation. The Metropolitan Transportation Authority shall have at a minimum five standing committees, i.e., Executive Management, Operations, Finance & Budget, Planning & Programming, and Construction. The Chair may designate other standing and ad hoc committees subject to concurrence of the Board and shall make appointments to all committees. The Board may delegate to committees any responsibilities authorized by law including the power to approve contracts with a four-fifths vote. Adopted October 23, 1997 B. All contractual items approved by a Committee under the delegation of MTA Board authority shall be brought forward to the full MTA Board in the form of an Agenda addendum to the full Board Consent Calendar as a “Consent Calendar - Committee Approvals” and ordinarily approved by the full Board as part of the Consent Calendar by reference. Adopted June 23, 1993 C. Committee Quorum. A majority of the members of a committee shall constitute a quorum. Fifty percent (50%) of the members of a committee with an even number of members shall constitute a quorum for that committee. When a committee cannot establish a quorum, a visiting MTA member may be temporarily appointed by the chair of the committee to sit as a substitute member of the committee during that meeting. Also, any member present may participate in any discussion. Adopted September 27, 1995 D. Construction Committee Ex-Officio Members. There shall be three (3) ex-officio members appointed to the Construction Committee who shall have expertise in the field of heavy construction projects. One ex-officio member is to be nominated by Board members representing each of the three constituent groups, i.e., City of Los Angeles, County of Los Angeles, and League of California Cities, Los Angeles Division. These ex-officio members shall be governed by all applicable Conflict of Interest laws and Board adopted rules, including those pertaining to the filing of Statements of Economic Interest. Amended December 2, 1999 E. Committee Actions. All actions taken by a committee, other than actions requiring a 4/5 vote, shall require the affirmative vote of a majority of all appointed committee members. All actions taken by a committee which require a 4/5 vote for approval shall require the affirmative vote of 4/5 of all appointed committee members. Any agenda item which does not receive a sufficient vote for approval as required by this section shall be forwarded to the full board for consideration without recommendation by the committee. Adopted June 23, 1993 1.5 Ralph M. Brown Act. All meetings of the Los Angeles County Metropolitan Transportation Authority shall be conducted in the manner prescribed by the Ralph M. Brown Act (Chapter 9, commencing with Section 54950, Part 1, Division 2, Title 5 of the Government Code). All Committees and Subcommittees which make recommendations to the Authority Board shall also be conducted in the manner prescribed in the Ralph M. Brown Act notwithstanding the less than a quorum exception. 1.6 Robert's Rules of Order. The proceedings of the Board shall be governed by the provisions of law applicable thereto and, except as herein provided, suspended, or modified from time to time by the Board, by Robert’s Rules of Order, newly revised. Provided, further, that the failure to follow Robert’s Rules of Order shall not invalidate any action taken. The General Counsel shall act as parliamentarian and, on request of the Chair, shall give parliamentary advice. To the extent that these rules and procedures are inconsistent with Robert’s Rules of Order, these rules shall supersede Robert’s Rules of Order. Amended July 31, 1997 1.7 Miscellaneous Provisions. A. Board Member Discussion. 1. All Board members shall address the Chair to request to speak and shall be recognized in the order requested. 2. The committee chair and/or maker of the motion shall each have up to five (5) minutes to open debate on each non-consent calendar item. Each of the remaining Board members may then speak for up to three (3) minutes. 3. Board members may speak again for up to three (3) minutes each on an item. All Board members desiring to speak shall have the opportunity to speak once before other Board members speak again. 4. The committee chair and/or maker of the motion shall each have up to three (3) minutes to close the debate. Amended October 23, 1997 B. Request To Address The Board or Committee On Agenda Items. All requests to address the Board or Committee on either agenda or non-agenda items shall be submitted to the Board Secretary in writing prior to the start of each meeting. Requests to speak shall be taken in the order received, subject to the provisions in section 1.7.C. The Board shall reserve the right to limit redundant or repetitive public comment. C. Addressing The Board. No person shall address the Board or Committee until he/she has first been recognized by the Chair. All persons addressing the Authority shall give their name for the purpose of the record. Adopted July 31, 1997 1. Agenda Items - The Board shall provide an opportunity at Board meetings for the public to address the Board on each agenda item for up to five (5) minutes on each item, or at the discretion of the Chair. This requirement shall not apply if the opportunity for public comment on the item was previously provided by a Board committee or meeting at which a quorum was present and the item has not substantially changed since the committee hearing. (This requirement is in addition to any other hearing requirement specifically imposed by law.) 2. Non-Agenda Items - The Board shall provide an opportunity at Board meetings for the public to address the Board on non-agenda items within the subject matter jurisdiction of the Board for up to twenty (20) minutes at the conclusion of each Board meeting, or at the discretion of the Chair. Adopted June 23, 1993 D. Removal from the Meeting. The Chair shall order removed from the meeting any person who commits any of the following acts in respect to a regular or special meeting of the Los Angeles County Metropolitan Transportation Authority: 1. Disorderly, contemptuous or insolent behavior toward the governing board or any member thereof, tending to interrupt the due and orderly course of said meeting; 2. A breach of the peace, boisterous conduct or violent disturbance, tending to interrupt the due and orderly course of said meeting; 3. Disobedience of any lawful order of the Chair, which shall include an order to be seated or to refrain from addressing the governing board; and/or, 4. Any other interference with the due and orderly course of said meeting. Any person so removed shall be excluded from further attendance at the meeting from which he/she has been removed, unless permission to attend be granted upon motion adopted by a majority vote of the governing board, and such exclusion shall be executed by the Sergeant-at-Arms upon being so directed by the Chair. 5. Annually, the Chair will appoint a Sergeant-at-Arms to provide for the orderly conduct of persons attending MTA Meetings. Adopted October 23, 1997 1.8 Directors’ Special Items. All Directors’ special items shall be submitted to the Board Secretary and referred to the appropriate committee by the Chair. The committee chair shall agendize the item for consideration at the next committee meeting. Notwithstanding the foregoing, a Director may request that an item be agendized for a full Board Meeting; also items that are time sensitive and require consideration prior to the next committee meeting shall be agendized for the next Board meeting. Amending and substitute motions for items already on the Board agenda shall not be subject to these provisions. 1.9 Pulling items from Consent Calendar. A. All requests to pull an item for discussion from the consent calendar of the Board agenda shall be made to the Chair and Board Secretary at least thirty (30) minutes before the posted start of the Board meeting. B. A Director may request that an item be pulled from the Consent Calendar - Committee Approvals, (as described in Section 1.4.B) pursuant to Section 1.9.A and held for discussion by the full Board and possible further action by the Board. SECTION II: BOARD OF DIRECTORS Amended October 25, 1995 2.1 Appointment and Qualifications. Members of the Board of Directors shall be appointed as provided in Section 130051 et seq. of the Public Utilities Code, and shall have the qualifications set forth therein. Adopted October 23, 1997 2.2 Code of Conduct. Board members shall abide by the MTA Code of Conduct for Board Members and Staff as adopted by the Board of Directors at a duly convened Board Meeting on January 10, 1997. Amended September 27, 1995 2.3 Compensation. Each member of the Los Angeles County Metropolitan Transportation Authority and Construction Committee Ex-officio members shall be compensated at a rate not exceeding one hundred and fifty dollars ($150) for any day attending to the business of the Authority, but not to exceed six hundred dollars ($600) per month and in addition shall receive other expenses which are directly related to the performance of duties as authorized by the Authority. [PUC Section 130108(B)]. Amended October 23, 1997 2.4 Information. Each member will be provided a copy of any non-confidential correspondence or document relating to policy matters sent or received by the Chair or Vice-Chairs of the Board of the Authority. Outgoing correspondence will be mailed or faxed concurrently with the original. SECTION III: OFFICERS OF THE AUTHORITY Amended October 23, 1997 3.1 In General. The officers of the Authority shall consist of the members of the Board of Directors: a Chair; a 1st Vice-Chair and a 2nd Vice-Chair, each of whom shall be a member of the Board; a Chief Executive Officer; a General Counsel; an Inspector General; an Ethics Officer; a Board Secretary, and such other or subordinate officers, assistants and deputies as the Board may deem necessary and provide for by ordinance or resolution. Amended May 24, 2001 3.2 Appointment and Removal of Officers of the Board. A. Appointment of Chair and Vice-Chairs. An election of officers shall be held every year at the annual meeting in June and at such other times as there may be a vacancy in any office. The term of office shall be one (1) year commencing on July 1 and terminating on June 30 one (1) year later. Commencing with the first full term of office, there shall be an automatic City of Los Angeles/County/ City Selection rotation in the filling of the Chair, 1st Vice-Chair and 2nd Vice-Chair. The 1st Vice-Chair shall automatically succeed to the position of Chair and the 2nd Vice-Chair shall automatically succeed to the position of 1st Vice-Chair. Amended April 27, 1994 B. Vacancies in Board Offices. In the event of a vacancy during the term of the Chair, 1st Vice-Chair, or 2nd Vice-Chair, the Board shall elect a replacement to fill the vacated office. The Board shall select a replacement from an MTA member representing the same constituency as the departing officer, i.e., City of Los Angeles, County of Los Angeles, or City Selection Committee to serve the remainder of the term of the vacant office. C. Removal of Board Officers. Any officer of the Board may be removed from office at any time by eight (8) affirmative votes. Amended October 23, 1997 D. Chief Executive Officer, Board Secretary, General Counsel, Ethics Officer and Inspector General. The Chief Executive Officer, Board Secretary, General Counsel, Ethics Officer and Inspector General shall be appointed by the affirmative votes of a majority of the members of the Board, and may be removed by the affirmative votes of a majority of the members of the Board of Directors. The Chief Executive Officer shall be removed only upon the occurrence of one or both of the following: (1) a two-thirds majority of the members of the Board votes for removal; or (2) the Chief Executive Officer violates a federal or state law, regulation, local ordinance or policy or practice of the Authority related to ethical practices, including but not limited to, the acceptance of gifts or contributions. Salaries for these officers shall be set by the Board of Directors and reviewed annually. All Board appointed Officers shall attend meetings of the Authority and shall be entitled to participate in the deliberations, but shall not have a vote as to any matter before the Authority. Adopted June 23, 1993 3.3 The Chair. The Chair shall preside at all meetings of the Authority and shall exercise and perform such other powers and duties as may be from time to time assigned by the Board of Directors or prescribed by these Rules and Procedures. In any case where the execution of a document or the performance of an act is directed, the Chair, unless a resolution or ordinance otherwise provides, is empowered to execute such documents or perform such act. 3.4 Vice-Chairs. The 1st Vice-Chair shall perform the duties of the Chair in absence or inability of the Chair, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. The 2nd Vice-Chair shall perform the duties of the 1st Vice-Chair and the Chair in the absence or inability of these officers and shall be governed by the powers and restrictions upon these offices. 3.5 Pro Tempore and Acting CEO. On recommendation of the Chief Executive Officer, the Board of Directors may approve a list of Executive staff members authorized to serve as Chief Executive Officer Pro Tempore during any absence or disability of the Chief Executive Officer. 3.6 Chief Executive Officer. A. In General. The Chief Executive Officer shall be a full-time officer of the Authority and carry out the direction of the Board and shall have responsibility for the administration of the MTA not reserved by law or by the MTA Board to itself, or otherwise delegated by the Board. The Chief Executive Officer will have all the powers necessary to carry out the duties of his/her office. Amended October 23, 1997 B. Term of Employment. Effective January 1998, the Chief Executive Officer shall be appointed to a term of four (4) years and may be removed as provided in Section 3.2.D of these Rules and Procedures. 3.7 The Board Secretary. A. Authority Meetings. The Board Secretary shall be a full time officer of the Authority and shall keep or cause to be kept the official minutes, at the principal office or such other place as the Board of Directors may direct, of all meetings of the Board of Directors. The Board Secretary shall give, or cause to be given, notice of all meetings as required by these Rules and Procedures. The Board Secretary shall keep the seal of the Authority in safe custody, and shall retain tapes of Board and Committee meetings for a period of at least five (5) years. The Board Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Rules and Procedures. B. Agent for Service of Process. The Board Secretary is the Authority’s agent for service of process. In addition, claims for money or damages against the Authority and wage garnishments, shall be referred to the Board Secretary. The Board Secretary is authorized to perform all functions of the Board of Directors prescribed by Part 3 of Division 3.6 Title I of the Government Code with respect to such claims other than the allowance, compromise or settlement of such claims. The Board Secretary may delegate or refer claims not involving lawsuits to appropriate departments. Claims involving lawsuits regarding personal injury, property damage and workers' compensation may be referred to the Claims Administrator. Adopted June 23, 1993 3.8 General Counsel. The General Counsel shall be a person admitted to practice law in the Supreme Court of California and shall have been actively engaged in the practice of law for not less than seven (7) years next preceding appointment. The General Counsel shall have such powers and perform such duties as may be prescribed by the Board of Directors or by these Rules and Procedures. Amended October 23, 1997 3.9 The Inspector General. A. In General. The Inspector General shall be a full-time officer of the Authority and shall direct an independent and objective unit reporting directly to the Board of Directors: 1. to conduct and supervise audits, reviews and analyses relating to the programs, operations, and contracts of the MTA (but not including internal audits directed by the Chief Executive Officer); 2. to receive and investigate complaints from any source or proactiv concerning alleged abuse, fraud or waste of MTA resources; 3. to provide leadership and coordination and recommend policies or remedial actions to be taken to correct deficiencies and promote economy, efficiency, and effectiveness; 4. to provide the MTA Board of Directors and management with independent analyses evaluations and appraisals of performance effectiveness, accuracy of information systems, economic and efficient utilization of resources, and adequacy of internal controls; 5. to report quarterly on the expenditures of the MTA for travel, meals and refreshments; private club dues; membership fees and other charges; and any other expenditures which are specified by the MTA Board; and 6. to keep the MTA Board of Directors and management informed of issues and deficiencies relating to compliance with applicable policies, procedures, Federal and State laws, regulations and grants, and the need and status of any appropriate corrective action. Adopted October 23, 1997 B. Term of Employment. Effective January 1998, the Inspector General shall be appointed to a term of four (4) years and may be removed as provided in Section 3.2.D of these Rules and Procedures. Adopted March 23, 1994 C. Appointment of Inspector General Staff. The Inspector General shall, in accordance with applicable Human Resources policies, appoint such staff as is required to carry out the duties and responsibilities of the Office of Inspector General. D. Authority. The Inspector General is authorized: 1. to have full, free and unrestricted access to all MTA records, reports, audits, reviews, plans, projections, documents, files, contracts, memoranda, correspondence, data or information on audio, video, computer tape, disk, and other materials of the MTA; 2. to subpoena witnesses, administer oaths or affirmations, take testimony and compel the production of such books, papers, records and documents as may be deemed relevant to any inquiry or investigation undertaken; 3. to select, appoint, and employ such officers and employees as may be necessary to carry out the functions, powers and duties of the Office of Inspector General; 4. to the extent, and in such amounts as may be approved by the MTA Board, pursuant to the Rules and Procedures and applicable procurement policies, to enter into contracts and other arrangements for audits, investigations, studies, analyses and other services with public agencies and with private persons to carry out the duties and responsibilities of the Office of Inspector General; 5. to have direct and prompt access to any MTA Board member, officer, employee or contractor as may be necessary to carry out the duties and responsibilities of the Office of Inspector General; and 6. to make available to appropriate law enforcement officials information and evidence which relate to criminal acts that may be obtained in the course of Office of Inspector General duties. E. Complaints by Employees; Disclosure of Identity, Reprisals. 1. The Inspector General may receive and investigate complaints or information from any source, including any employee of the MTA, or MTA contractor, concerning the possible existence of an activity constituting a violation of law, rules or regulations, or mismanagement, gross waste of funds, abuse of authority or a substantial and specific danger to the public health and safety. 2. The Inspector General shall not disclose the identity of an employee, without the consent of the employee, from whom a complaint or information has been received, unless such disclosure is unavoidable during the course of the investigation. 3. Any employee who complains or discloses information to the Inspector General shall not be subject to any reprisal or threat of reprisal unless the complaint was made or the information disclosed with the knowledge that it was false or with willful disregard for its truth or falsity. F. Duties and Responsibilities of the Inspector General. 1. In addition to the responsibilities listed in 3.9.A., it shall be the responsibility of the Inspector General: a. to provide policy direction for, and to conduct, supervise, and coordinate audits, reviews and investigations relating to, the programs and operations of the MTA; b. to report quarterly on the expenditures of the MTA as set forth in Section 130051.9(c) of the California Public Utilities Code; c. to report expeditiously to the District Attorney, Attorney General, United States Attorney or other appropriate prosecutive and investigative agencies whenever the Inspector General has reasonable grounds to believe there has been a violation of criminal law; and d. to submit criminal justice statistics, and coordinate as necessary on criminal matters with the MTA Police Department 2. In carrying out the duties and responsibilities of the Office of Inspector General, the Inspector General shall: a. comply with the standards set forth in the Government Auditing Standards promulgated by the Comptroller General of the United States; and b. establish such other standards or guidelines as are considered necessary. 3. The Inspector General shall cooperate, consult and coordinate as necessary on safety issues with the California Highway Patrol (CHP), the California Public Utilities Commission (PUC) and local police jurisdictions. Adopted October 23, 1997 3.10 Ethics Officer. The Ethics Officer shall be the filing officer for the Authority’s Statement of Economic Interests and Codes of Conduct. Adopted June 23, 1993 SECTION IV: OFFICE 4.1 The Los Angeles County Metropolitan Transportation Authority shall maintain an office as designated by the Board of Directors. SECTION V: AMENDMENTS 5.1 These Rules and Procedures may be amended at any meeting of the Board of Directors if notice of such amendment is given on the agenda distributed to the Directors pursuant to these Rules and Procedures describing in general terms the nature of the amendment to be proposed. SECTION VI: DIRECTOR EXPENSE REIMBURSEMENT AND TRAVEL POLICY Amended October 23, 1997 6.1 General. Board Members may from time to time be required to travel on behalf of the Authority. The Board shall approve in advance all Board member travel. Blanket authority is hereby given for travel to American Public Transportation Association related functions and to Washington, D. C. and Sacramento for legislative purposes. All MTA related travel shall be governed by the provisions contained in this section and in conformance with the travel policy adopted and amended from time to time by the Board of Directors. 6.2 Development of Board Travel/Expense Reimbursement Policy and Procedures. Director Expense Reimbursement and Travel Policy and Procedures will be considered by the Executive Management Committee, adopted by the Board, and administered through the Board Secretary’s Office. Adopted June 23, 1993 6.3 Statement of Accuracy. All Directors will be required, to the best of their knowledge, to declare under penalty of perjury that the information contained in requests for expense reimbursement is correct. Amended October 23, 1997 6.4 Approval of Expenses and Resolution of Disputed Expense Claims. Expenses and supporting documentation shall be submitted to the Board Secretary monthly. Allowable expenses related to Board business up to $250 per month will be reimbursed upon approval by the Board Secretary. Expenses over $250 per month shall be reviewed by the Board Secretary and approved by the Chair or designee. Disputed expense claims shall be referred to the Executive Management Committee. If no resolution is reached, disputed expense claims shall be referred to the full MTA Board. Adopted June 23, 1993 6.5 Audit and Review. All Director expense reimbursement requests are subject to audit and review. Further, these expenses will be included in the Inspector General’s quarterly report on MTA expenses. Amended August 28, 1997 6.6 Board Travel Expense. Travel Expense reimbursement for Board members shall be similar to the policy of Los Angeles County as herein delineated or as hereafter amended by Board Action. A. Airfare Limit - Government Rate/Lowest Coach Fare. B. Lodging Limit - Government Rate not to exceed $110.50 except for certain cities where additional reimbursement will be allowed. Reimbursement will be allowed for conference attendance at the conference rate. C. Foreign Travel - Arrangement made by the Travel Coordinator with the same dollar limitations as specified for “Lodging Limit”. D. Travel Meals - $48.25 per day with receipts. E. Business Meals - $48.25 per day with receipts. F. Other Business Expenses - Receipts required over $25; memo documentation if receipt is not available and amount is less than $25.
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