Board Composition Review Meeting

Transcription

1 DATE PLACE TIME Board Composition Review Meeting Tuesday, August 13, p.m. Vancouver Community Library, Columbia Room, 901 C. Street, Vancouver WA ( , Web site Vancouver Community Library is accessible by C-TRAN Routes C-TRAN Routes #2, #4, #25, #30, #32, #37, #44, and #105 The complete C-TRAN Board Composition Review Committee meeting packet is available on CTRAN s website at http// AGENDA Page No. 400 P.M. - CALL TO ORDER (Chair Steve Stuart) PLEDGE OF ALLEGIANCE ROLL CALL OF DESIGNATED JURISDICTION REPRESENTATIVES APPROVAL OF MINUTES JULY 9, CITIZEN COMMUNICATION TO THE BOARD COMPOSITION REVIEW COMMITTEE (Anyone requesting to speak to the Board Composition Review Committee may come forward at this time. Comments are limited to three minutes.) BOARD COMPOSITION REVIEW, STAFF REPORT # P.M. - ADJOURNMENT C-TRAN Board Composition Review Committee Agenda August 13, Page 1 of 1

2 C-TRAN BOARD COMPOSITION REVIEW COMMITTEE MEETING MINUTES July 9, 2013 The C-TRAN Board Composition Review Committee meeting was held Tuesday, July 9, 2013, Vancouver Community Library, Columbia Room, 901 C. Street, Vancouver WA CALL TO ORDER Board Composition Review Committee Chair Steve Stuart called the meeting to order at 437 p.m. COMMITTEE PRESENT Town of Yacolt Council Member Lewis Gerhardt, City of Washougal Mayor Sean Guard, Vancouver City Council Member Bart Hansen, City of Camas Mayor Scott Higgins, City of La Center Mayor Jim Irish, Clark County Commissioner David Madore, Clark County Commissioner Tom Mielke, City of Ridgefield Mayor Ron Onslow, Clark County Commissioner Steve Stuart, City of Battle Ground Mayor Lisa Walters (arrived at 444 p.m.) STAFF PRESENT Executive Director/CEO Jeff Hamm, Interim Director of Development & Public Affairs Jim Quintana, Director of Operations Lynn Halsey, Director of Administrative Services Diane O Regan, Director of Maintenance Celia Sherbeck, Legal Counsel Tom Wolfendale, Operations Chief Debra Wright, Senior Technology Manager Bob McMahan, BRT Project Manager Chuck Green, Community Coordinator Katy Belokonny, Senior Planner Tom Shook, Executive Assistant/Clerk of the Board Debbie Jermann MINUTES JUNE 11, 2013 SEAN GUARD MOTIONED, JIM IRISH SECONDED, AND MOTION CARRIED TO APPROVE THE CTRAN BOARD COMPOSITION REVIEW COMMITTEE MINUTES OF JUNE 11, BOARD COMPOSITION REVIEW, STAFF REPORT # Executive Director/CEO Jeff Hamm presented the staff report. At the June 11, 2013 Board Composition Review Committee meeting, members expressed interest in getting additional information about governance of other Washington State transit systems, and about CTRAN revenues, ridership, and service hours by jurisdiction within C-TRAN s service area. A copy of the 2009 white paper about transit system governance produced by the Municipal Research & Services Center of Washington, but redacted with updated information researched by C-TRAN staff, was included in the staff report as Attachment No. 1. Also included as Attachment No. 2 to the staff report is a document showing population, ridership, sales tax revenue, farebox revenue, and service miles by jurisdiction. It also includes an estimate of Fixed Route and High Capacity Transit (HCT) service hours deployed by jurisdiction were the adopted C-TRAN 2030 Plan to be implemented as written. C-TRAN Board Composition Review Committee Meeting Minutes July 9, 2013 Page 1 of 6 2

3 Executive Director/CEO Hamm noted that the actual population of Unincorporated Clark County that is located within C-TRAN s service boundaries is 140,730. Committee Member Bart Hansen said in 1997 when the City of Vancouver annexed to the East, there was an opportunity for Vancouver to add another representative to the Board (for a total of 4 seats), but rather the small cities were given another seat on the Board. Legal Counsel Tom Wolfendale advised per Washington State Statute, the maximum number of voting members on the board is 9. Committee Member Lisa Walters arrived at 444 p.m. Committee Member David Madore said at the June meeting, it was confirmed that the Committee has options for determination of representation, which can include ridership, population, geographic location, etc., and asked the small city representatives if they are interested in having individual entity representation on the C-TRAN Board of Directors, or are willing to continue to share representation. Committee Chair Steve Stuart questioned how many of the Committee Members have had the opportunity to discuss Board Representation with their respective Councils. Committee Member Scott Higgins stated the City of Camas has been pleased with the bus service provided by C-TRAN, noting the service provided has served the Camas community well. However, as the City of Camas has continued to grow, particularly in the past few years, the city has felt somewhat unrepresented, especially when the cities of Camas and Washougal are not of the same opinion on an issue. Committee Member Higgins said often, the Camas City Council has found out how their C-TRAN representative voted on an issue through the newspaper. Having joint representation includes a communication element that they have worked long and hard to improve. Committee Member Higgins stated the City of Camas supports having their own representative on the C-TRAN Board of Directors. Committee Member Lisa Walters stated the City of Battle Ground also continues to grow and even though there are larger entities represented, the City of Battle Ground wants to be heard. It should not be assumed that the City of Battle Ground does not understand the needs of the City of Vancouver or Clark County, and feels that all entities can work together. The City of Battle Ground does not want to take anything away from anyone, but believes they need their own representative on the Board. Committee Member Jim Irish urged the committee members to be mindful that they are elected officials, elected to serve the people who voted them into office and not base decisions on political power. Committee Member Irish asked if the City of Vancouver and Clark County both decrease their representation by one member, would the block veto that is currently in the C-TRAN Bylaws still apply with only 2 members voting. Legal Counsel Wolfendale said he could provide a legal opinion by the August meeting. C-TRAN Board Composition Review Committee Meeting Minutes July 9, 2013 Page 2 of 6 3

4 Committee Member Irish asked that the legal opinion be provided so he can share with the City of La Center when the issue of representation is discussed. Committee Member Madore stated that the bylaws indicate a block veto is three negative votes by either the City of Vancouver or Clark County representatives, and if their representation is reduced to two, the block veto provision is null. Legal Counsel Wolfendale said he cannot make that conclusion at this time. Chair Stuart said it is not appropriate to ask legal counsel to provide immediate answers, and asked that time be given for research. Legal Counsel Wolfendale advised that a change to the bylaws to adjust the number of representatives for each jurisdiction is a simple bylaw amendment; however, other changes as a result of that amendment would be more complex. Committee Member Higgins asked that staff prepare additional information on the weighted voting system that is being used in other jurisdictions. The information may provide an avenue to get more communities involved. Committee Member Walters said that due to the block veto provision, small cities do not feel they have a voice on C-TRAN issues. Since the small cities have sat at the table collectively on the C-TRAN Board, they do understand the needs of the City of Vancouver and Clark County. Committee Member Walters said she supports receiving additional information on the weighted voting system. Chair Stuart said the block veto has been used twice since it was included in the bylaws, and that the block veto can only be used for a negative vote. Chair Stuart noted that in the 8-1/2 years he has served on the C-TRAN Board, he feels the small cities have had a voice on C-TRAN issues, adding that Bill Ganley has been a vocal representative for the City of Battle Ground and Town of Yacolt. Jim Irish has also been a vocal representative for the cities of La Center and Ridgefield. Committee Member Walters stated if the block veto is rarely used and if no one cares, then it could be eliminated. Chair Stuart said there have been many conversations over the years as to why the City of Vancouver and Clark County have the veto power. Committee Member Madore said he does not feel it is accurate to state the block veto has only been used twice, as it has been used twice in the current year, most recently to override a vote on Bus Rapid Transit (BRT). Chair Stuart said it has only been used once by the City of Vancouver and once by Clark County. C-TRAN Board Composition Review Committee Meeting Minutes July 9, 2013 Page 3 of 6 4

5 Committee Member Tom Mielke said the block veto was used 2 or 3 times at a meeting held at Fisher s Landing Transit Center. Executive Director/CEO Hamm stated staff will research and report back to the committee. Committee Member Lewis Gerhardt stated the Town of Yacolt is unlike some of the other small cities, and feels joint representation is adequate, but is concerned which cities they are paired with. The Town of Yacolt needs to be paired with a city that has the same needs. Committee Member Madore asked which city Yacolt feels is similar to their needs. Committee Member Gerhardt said Yacolt does not have a preference, but feels that La Center or Ridgefield may be more similar in needs. Board Member Irish stated he suggested that the cities of La Center and Ridgefield and Town of Yacolt be combined into one representative. These three entities have a common denominator in that they do not have Fixed Route service. Committee Member Ron Onslow said the cities of La Center and Ridgefield have always had great communication, and communicate prior to each C-TRAN Board meeting. Regarding the block veto provision in the bylaws, Committee Member Onslow said he does not feel it has been abused, and as long as it is not abused, he has no concerns with the provision remaining in the bylaws. Committee Member Onslow stated the City of Ridgefield is happy to have the bus service that is available to them, and feels that ridership and sales tax revenue needs to be considered when discussing board representation, and does not support giving power to individuals who do not have the ridership or revenue dollars behind them. Committee Member Onslow said he has also had great communication with C-TRAN staff, adding that Executive Director/CEO Hamm has always been available to come to Ridgefield City Council meetings if asked. Committee Member Hansen said the City of Vancouver feels the block veto offsets the fact they gave up a seat that could have been theirs due to the eastside annexations. The City of Vancouver wants to maintain the block veto. Committee Member Mielke said the goal of this committee and the C-TRAN Board of Directors is to provide a successful regional transportation system, as none of the individual entities can afford to provide their own system. Committee Member Mielke added that each C-TRAN Board Member represents specific areas of Clark County, and all of those areas have needs. There has been disconnect over the past few years, with the block veto being used to split hairs regarding the Columbia River Crossing (CRC) project, and feels the veto power is abusive. Committee Member Mielke said it is time to focus on the core mission which is to provide a transportation system. C-TRAN Board Composition Review Committee Meeting Minutes July 9, 2013 Page 4 of 6 5

6 Chair Stuart noted the Clark County Commissioners had yet to discuss the proposal to reduce representation, and asked Committee Member Madore how the selection for representation would occur. Committee Member Madore stated the Commissioners would have to come up with a process for selection. Chair Stuart recapped the information that staff needs to prepare for the next meeting 1. Information on what changes to the bylaws would occur naturally or necessitated with changes 2. Weighted voting system 3. Changes to the composition of the Board in 1997 and the reasoning behind those changes 4. Use of block veto in the past 5. What happens if this committee changed the composition, but the C-TRAN Board of Directors does not approve the changes to the bylaws 6. Can the block veto be used for a vote on bylaw changes Committee Member Madore said if ridership, revenue, service hours, etc., is the basis used to determine composition, the City of Vancouver and Clark County have the majority say and the small cities do not have a voice, and the same would hold true if the weighted voting system is used. Committee Member Onslow asked for a brief explanation of a weighted voting system. Executive Director/CEO Hamm stated he believes Sacrament CA and Atlanta GA are using weighted voting systems. Revenue and population are blended using a formula that allocates votes to the jurisdictions. Committee Member Mielke advised that revenue is not only received from sales tax, but also from state and federal funding. Chair Stuart said he would like further consideration of the idea posed by Committee Member Irish, to combine the cities of La Center and Ridgefield and Town of Yacolt based on population. This scenario would mean one seat would have to be removed from either the City of Vancouver or Clark County. Chair Stuart said he feels it would make more sense to remove one seat from Clark County given most growth will occur by the cities of Camas, Battle Ground, and Vancouver. Chair Stuart stated he is concerned what that would mean for himself personally, would like to see an analysis of population based shift in Board representation, what La Center, Ridgefield, and Yacolt feel about the proposal to share representation, and what affect any of these scenarios has on the bylaws. Committee Member Onslow asked for confirmation that state law sets the maximum at 9 voting members and 1 non-voting member. C-TRAN Board Composition Review Committee Meeting Minutes July 9, 2013 Page 5 of 6 6

7 Legal Counsel Wolfendale confirmed the maximum number of voting members is 9; you can have less than 9 but not more. Committee Member Irish said the committee members need to speak to their respective councils prior to the August meeting. Committee Member Higgins said he wanted to make it clear that the City of Camas does not have issue with the block veto provision. BOARD COMPOSITION REVIEW MEETING SCHEDULE Consensus of the committee was to start the August 13, 2013 meeting at 400 p.m. SCOTT HIGGINS MOTIONED, BART HANSEN SECONDED, AND MOTION CARRIED TO SCHEDULE ONE ADDITIONAL MEETING ON SEPTEMBER 10, 2013 AT 400 P.M. ADJOURNMENT Hearing no further business, the meeting adjourned at 527 p.m. Prepared By Debbie Jermann C-TRAN Board Composition Review Committee Meeting Minutes July 9, 2013 Page 6 of 6 7

8 STAFF REPORT # TO C-TRAN Board Composition Review Committee DATE August 13, 2013 FROM SUBJECT Jeff Hamm, Executive Director/CEO C-TRAN Board Composition Review OBJECTIVE Study, assess, and act upon the composition of the C-TRAN Board. This review is mandated to occur every four years. Committee action can maintain the status quo, or change the Board composition within the legal parameters of RCW 36.57A. PRESENT SITUATION At the July 9, 2013 Board Composition Review Committee meeting, members reviewed a C-TRAN staff update of a 2009 white paper about transit system governance produced originally by the Municipal Research & Services Center of Washington and a table displaying 2012 population, CTRAN ridership, sales tax revenue, farebox revenue, and service miles by jurisdiction in C-TRAN s service area. Committee members also asked for additional information as follows Most Recent Change to C-TRAN Board Composition Until July 1, 1998, the C-TRAN Board consisted of eight members three from the City of Vancouver; three Clark County Commissioners; one from north Clark County for the Cities of Ridgefield, Battle Ground, La Center and Town of Yacolt; and one from east Clark County for the Cities of Camas and Washougal. At that time the Composition Review Committee elected to add a ninth seat and change small city representation to be one member from the City of Battle Ground and Town of Yacolt; one member from the Cities of Ridgefield and La Center; and one member from the Cities of Camas and Washougal. The change was made to acknowledge the amount of growth taking place in the smaller cities. Usage of Block Veto Provision of By-Laws May 10, 2011 STEVE STUART MOTIONED AND LINDA DIETZMAN SECONDED TO APPROVE A BALLOT MEASURE ON EITHER THE AUGUST 21, 2012 OR THE NOVEMBER 6, 2012 BALLOT ASKING VOTERS TO APPROVE A 0.1 PERCENT SALES TAX INCREASE (1 PENNY ON A TEN DOLLAR PURCHASE) FROM RCW , THE STATE S HIGH CAPACITY TRANSIT ACT, IN ORDER TO FUND THE O&M COSTS ONLY FOR THE VANCOUVER PORTION OF THE LRT LINE AS PART C-TRAN Staff Report # Page 1 of 4 8

9 OF THE CRC PROJECT; AND THE LOCAL CAPITAL AND O&M FUNDING FOR A PROPOSED FOURTH PLAIN BUS RAPID TRANSIT PROJECT. FURTHER, THE FOLLOWING TWO CONDITIONS MUST BE MET AS PART OF THE HCT BALLOT MEASURE THE 2012 HCT BALLOT MEASURE MUST TAKE PLACE PRIOR TO THE FULL FUNDING GRANT AGREEMENT (FFGA) BEING SIGNED WITH THE FEDERAL TRANSIT ADMINISTRATION; THE 2012 HCT BALLOT MEASURE WILL INCLUDE C-TRAN S ENTIRE SERVICE AND TAXING BOUNDARY. FINALLY, THAT C-TRAN S EXECUTIVE DIRECTOR/CEO IS DIRECTED TO BRING BACK A FORMAL BOARD RESOLUTION FOR ADOPTION UPON MEETING THE REQUIREMENTS OF RCW STEVE STUART MOTIONED, LINDA DIETZMAN SECONDED, AND MOTION CARRIED TO AMEND THE MOTION, ACTION ITEM NO. 1 TO STATE THE 2012 HCT BALLOT MEASURE MUST TAKE PLACE PRIOR TO C-TRAN OR ANY OTHER DESIGNEE OF C-TRAN SIGNING AN INTERGOVERNMENTAL AGREEMENT (IGA) WITH TRIMET TO OPERATE LIGHT RAIL IN CLARK COUNTY. TIM LEAVITT MADE A MOTION TO LAY APPROVAL ON THE TABLE, JIM IRISH SECONDED THE MOTION TO LAY ON THE TABLE; THE MOTION TO LAY ON THE TABLE FAILED DUE TO CLARK COUNTY COMMISSIONERS ALL VOTING NAY WHICH RESULTS IN A BLOCK VETO (NOTE LINDA DIETZMAN ALSO VOTED NAY). TIM LEAVITT MOTIONED, LARRY SMITH SECONDED, AND MOTION CARRIED WITH TOM MIELKE VOTING NAY TO AMEND THE RESOLUTION TO STRIKE ACTION ITEM NO. 2. THE VOTE ON THE MAIN AMENDED MOTION PASSED UNANIMOUSLY. April 10, 2012 STEVE STUART MOTIONED AND MARC BOLDT SECONDED TO APPROVE A BALLOT MEASURE ON THE NOVEMBER 6, 2012 BALLOT ASKING VOTERS TO APPROVE A 0.1 PERCENT SALES TAX INCREASE (1 PENNY ON A TEN DOLLAR PURCHASE) FROM RCW , THE STATE S HIGH CAPACITY TRANSIT ACT, IN ORDER TO FUND THE O&M COSTS ONLY FOR THE VANCOUVER PORTION OF THE LRT LINE AS PART OF THE CRC PROJECT; AND THE LOCAL CAPITAL AND O&M FUNDING FOR A PROPOSED FOURTH PLAIN BUS RAPID TRANSIT PROJECT. FURTHER, THE FOLLOWING TWO CONDITIONS MUST BE MET AS PART OF THE HCT BALLOT MEASURE THE 2012 HCT BALLOT MEASURE MUST TAKE PLACE PRIOR TO THE FULL FUNDING GRANT AGREEMENT (FFGA) BEING SIGNED WITH THE FEDERAL TRANSIT ADMINISTRATION; THE 2012 HCT BALLOT MEASURE WILL INCLUDE C-TRAN S ENTIRE SERVICE AND TAXING BOUNDARY. FINALLY, THAT C-TRAN S EXECUTIVE DIRECTOR/CEO IS DIRECTED TO BRING BACK A FORMAL BOARD RESOLUTION FOR ADOPTION UPON MEETING THE REQUIREMENTS OF RCW C-TRAN Staff Report # Page 2 of 4 9

10 Board Member Boldt said he feels the credibility of the C-TRAN Board is at stake, and it is his job to protect the credibility of the agency. Board Member Leavitt said C-TRAN Board members have said they want a district wide vote for high capacity transit but has not heard those same members stating they will support the ballot measure. Board Member Bart Hansen stated that while he supports the vote, he would vote per direction of the Vancouver City Council. TOM MIELKE MOTIONED, STEVE STUART SECONDED, AND MOTION CARRIED TO CALL FOR THE QUESTION. THE MOTION FAILED WITH BART HANSEN, TIM LEAVITT, AND LARRY SMITH VOTING NAY, TRIGGERING A BLOCK VETO; MARC BOLDT, CONNIE JO FREEMAN, BILL GANLEY, JIM IRISH, TOM MIELKE, AND STEVE STUART VOTING AYE. May 21, 2013 (Verbiage clarified and restated prior to vote by Legal Counsel) THE MAIN MOTION DOES NOT IMPLY ANY SUPPORT FOR THE PROJECT, IT SIMPLY SEEKS ANSWERS, UNDERSTANDING THAT THE STAFF AND LEGAL COUNSEL ARE TO ENGAGE IN DISCUSSIONS OF POTENTIAL INTERLOCAL AGREEMENTS THAT WOULD PROVIDE THE BASIS OF PROPOSED TERMS AND CONDITIONS WITH NO AUTHORITY TO COMMIT, BUT TO BRING BACK TO THE BOARD FOR FURTHER DELIBERATIONS. THE MOTION TO AMEND FAILED DUE TO BLOCK VETO EXERCISED BY CITY OF VANCOUVER REPRESENTATIVES AS FOLLOWS FREEMAN - AYE HANSEN - NAY MADORE - AYE ONSLOW - NAY STUART - AYE GANLEY - AYE LEAVITT - NAY MIELKE - AYE SMITH - NAY FREEMAN - ABSTAIN HANSEN - AYE MADORE - ABSTAIN ONSLOW - AYE STUART - AYE GANLEY - AYE LEAVITT - AYE MIELKE - AYE SMITH - AYE THE VOTE ON THE MAIN MOTION CARRIED AS FOLLOWS Impact of Changing Board Composition on Bylaws Attachment No. 1 is a copy of a memo from legal counsel to the Committee describing how a change in Board composition may affect the Board Bylaws. C-TRAN Staff Report # Page 3 of 4 10

11 Weighted Voting Attachment No. 2 is a memo from C-TRAN Senior Planner Tom Shook describing the weighted voting model implemented by the Sacramento Regional Transit District Board of Directors in Attachment No. 3 is a memo from Legal Counsel indicating that a weighted voting system for the C-TRAN Board would likely require a change in state law. PROPOSAL That the Board Composition Review Committee review and discuss the information supplied, formulate additional questions or data requests if appropriate, and continue deliberation on the composition of the C-TRAN Board of Directors. ACTION That the Board Composition Review Committee maintain the status quo of the CCPTBA or change the board composition of the CCPTBA; set the date of the next review for June Attachments 1. Legal Counsel Memo RE Impact of Board Composition Change on Bylaws 2. Sacramento Regional Transit Board of Directors Governance Model 3. Legal Counsel Memo RE Weighted Voting C-TRAN Staff Report # Page 4 of 4 11

12 K&L GATES LLP 925 FOURTH AVENUE SUITE 2900, Attachment No. 1 SEATTLE, WA CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE MEMORANDUM By TO C-TRAN BOARD COMPOSITION REVIEW COMMITTEE FROM Thomas H. Wolfendale DATE July 30, 2013 RE BOARD COMPOSITION AND BYLAWS Dear Committee The issue of a revised board composition on the existing bylaws has been raised. In short, while the committee has no authority to make the actual revisions to the C-TRAN bylaws (only the C-TRAN Board has the authority); the committee does have authority over how the C-TRAN Board is composed, including how voting is to occur. This is apparently what occurred when C-TRAN was originally formed and subsequently adopted the original bylaws. Therefore, if the committee were to compose the CTRAN Board other than identical to its current composition as regards City of Vancouver and Clark County representatives and voting, at least three sections of the current bylaws would be affected and require revisions. First, Section 3.1 would require revision to describe the new composition.1 Second, Section would require revision as the present veto provisions would not be enforceable.2 Third, Section would not be enforceable and require revision as this section s provisions are legally tied to , which as written would no longer be enforceable.3 K\ \00008\21443_THW\21443M22W8 1 Section 3.1, in pertinent part, currently reads The membership of the Board shall be determined on the following basis Three members who are elected officials representing the governing body of the County. Three members who are elected officials representing the governing body of the City of Vancouver. One member who is an elected official representing the Cities of Ridgefield, and La Center. One member who is an elected official representing the Cities of Camas and Washougal. One member representing the City of Battle Ground and Town of Yacolt. One nonvoting member recommended or selected in accordance with RCW 36.57A Section 4.5.1, in pertinent part, currently reads Three negative votes by the representatives of the City of Vancouver, or three negative votes by the representatives of Clark County, on any action to be taken by the governing board shall constitute a veto of that action; provided that such veto authority may be amended or deleted by resolution adopted by the governing board which resolution itself must be approved by vote of all members representing the City of Vancouver and Clark County. This veto authority shall not apply to any action taken by the Board in regard to the employment contract of the Executive Director on any provision contained therein including any ancillary agreements related thereto. 3 Section 4.5.2, in pertinent part, currently reads No action shall be taken by the Board with respect to the expenditure of any funds derived from the levy of a local tax in the cities/towns of Camas, Washougal, Ridgefield, Battle Ground, C-TRAN BYLAWS - Page 5 of 7 La Center and Yacolt unless such expenditure is approved by their designated representative(s); provided that such voting restrictions may be amended or deleted by resolution adopted by the governing board, which resolution must be approved by vote of all members of the small cities/towns named above, and further provided that such authority to approve expenditures shall be in full force and effect only as long as any veto power is held by less than a majority of the governing body. 12

13 Attachment No. 2 MEMORANDUM 65894/TS/dj TO FROM VIA DATE SUBJECT C-TRAN Board Composition Review Committee Jeff Hamm, Executive Director/CEO Tom Shook, Senior Planner August 13, 2012 Weighted Voting Structure for the Sacramento Regional Transit Board of Directors Background The Sacramento County Regional Transit District (RT) is the regional public transportation operator for the County of Sacramento, California. RT is governed by an 11-member Board of Directors comprised of members from the County of Sacramento, and Cities of Sacramento, Rancho Cordova, Folsom, Citrus Heights, and Elk Grove. The Board consists of four members from the County, three members from the City of Sacramento, and one member each from the remaining participating jurisdictions. The County of Sacramento, the City of Sacramento, and the City of Rancho Cordova are the only three members that have been annexed into the District; the other four are contracted partners. When RT was formed 30 years ago, the service was primarily focused on developed areas of the County and City of Sacramento. As suburban areas outside the region s core began to grow, it became apparent that additional transit service was needed in outlying areas within the District boundary. As soon as smaller Cities began to incorporate and request transit service, equity concerns began to develop related to participation in RT s decision making process. Up until 2005, the Board representation was made up of three Sacramento County members and four City of Sacramento members. The Board s previous representation and voting system was not in the best interest of all residents and jurisdictions within the County. Weighted Voting System In 2006, RT adopted a weighted voting system for Board of Director decisions to include smaller jurisdiction participation. The RT Board at the time believed such a system would encourage participation from all jurisdictions in the region, ensure fairness by weighting votes according to financial commitments made by each jurisdiction, and allow all Board 13

14 Attachment No /TS/dj Weighted Voting Structure for the Sacramento Regional Transit Board of Directors Page 2 of 3 members to participate in every vote, all while maintaining some level of simplicity and flexibility. The currently established RT Board of Directors weighted voting system works as follows 1. Begin with 100 total voting shares among all members. 2. As an incentive to annex into the District, each jurisdiction receives five (5) incentive shares. Incentive shares are capped at 30. If the number of jurisdictions exceeds six, the 30 incentive votes are divided equally among all jurisdictions. 3. Distribute remaining voting shares for each jurisdiction based on financial contributions from four factors a. Annual Transportation Development Act (TDA) funds (equivalent to local sales tax receipts, independent of a regional sales tax dedicated to RT). b. Funding made available through a service agreement or contract, which encourages participation from non-annexed members. c. Any other local funding made available to the District by a jurisdiction for the operation of public transit service. d. Federal Formula Funds, including Section 5309, 5307, and JARC funds, allocated commensurate with annual jurisdictional population. 4. Adjustments to the above are made annual in conjunction with annual agency budget cycle. 5. Those jurisdictions with multiple seats will divide their voting shares equally among the seats. If a member of a multiple-seat jurisdiction is absent, that members voting potion gets redistributed equally to the other remaining member(s). 6. Jurisdictions receiving more than 15 votes are granted an additional seat on the Board. RT s Board is unique in that additional seats above the current 11 can be added at any time. A detailed voting calculation matrix is included as an attachment. Applicability to C-TRAN Applying the RT weighted voting methodology to the C-TRAN Board of Directors is possible and would result in an equitable representation for all PTBA jurisdictions, although some assumptions would have to made and some key attributes to the structure would have to be modified. The following structure is similar to, but not exactly identical to RT s weighted voting structure Assume two (2) seats for the City of Vancouver, and one (1) for each of the remaining members, for a total of nine (9) seats. Begin with 100 total voting shares among all members. As an incentive to annex into the District, each jurisdiction receives four (4) incentive shares, for a total of 32 incentive shares. Since all C-TRAN jurisdictions are considered members, each will receive the designated incentive shares, unless a future jurisdiction wishes to enter into the PTBA through contracted service only. Distribute remaining voting shares for each jurisdiction based on financial contributions from three factors 14

15 Attachment No /TS/dj Weighted Voting Structure for the Sacramento Regional Transit Board of Directors Page 3 of 3 Federal Formula Funds allocated commensurate with annual jurisdictional population. Annual sales tax receipts received point-of-sale from each jurisdiction. Any other local funding made available to the District by a jurisdiction for the operation of public transit service. At this time, no local funding is collected from individual jurisdictions, but this remains a place mark for any contracted agreements or any other funding. Adjustments to the above are made annual in conjunction with biennial agency budget cycle. Those jurisdictions with multiple seats will divide their voting shares equally among the seats. If a member of a multiple-seat jurisdiction is absent, that members voting potion gets redistributed equally to the other remaining member(s). Since C-TRAN is legally restricted to a maximum of 9 voting members, seats cannot be added if a particular jurisdiction reaches a certain level of voting shares. The results of a C-TRAN weighted voting calculation matrix are included as an attachment. 15

16 DRAFT C-TRAN WEIGHTED VOTING CALCULATION (Based on Sacramento Regional Transit District Methodology) Jurisdiction Specific Values City of Clark County Battle Ground Yacolt Camas Washougal La Center Ridgefield Totals Vancouver UGA A 2012 Population 1 163, ,730 17,920 1,605 20,020 14,340 2,985 5, ,010 B Proportionate Population 45% 38% 5% <1% 5% 4% <1% 1% Board Seats C Fiscal Year 2012 Sales Tax Receipts $ 18,601, $ 7,918, $ 1,362, $ 59, $ 1,691, $ 833, $ 122, $ 505, $ 31,093, D Proportionate Financial Contribution 59.8% 25.5% 4.4% 0.2% 5.4% 2.7% 0.4% 1.6% City of Vancouver Clark County UGA Voting Calculation Battle Ground Yacolt Camas Washougal La Center Ridgefield Total F Incentive Votes G Financial ContributionVotes (Line D x 68 Votes) H Total Votes Rounded (F+G) Distribution of Votes Among Members Member Member Total Votes State of Washington Office of Financial Management. Clark County figures account for population within all Clark County UGA as of Source C-TRAN, August

17 K&L GATES LLP 925 FOURTH AVENUE SUITE 2900, Attachment No. 3 SEATTLE, WA T F klgates.com MEMORANDUM SENT VIA TO C-TRAN BOARD COMPOSITION REVIEW COMMITTEE FROM Thomas H. Wolfendale DATE August 6, 2013 RE BOARD COMPOSITION AND WEIGHTED VOTING Dear Committee Weighted voting for Washington public bodies has been only provided expressly by state legislation. While it could be implied that Ch A RCW provides for weighted voting because of the process for unseated jurisdictions to have a vote on a PTBA board, this does not ensure a different weighted voting method would survive legal challenge. There is no direct case law dealing with this issue in the context of Ch A. RCW. Probably the most analogous case is the Cunningham case, where the Metropolitan Council of King County was found to have violated the one person, one vote rule because of disproportionate impact in the selection of its board, some of which were elected and some appointed. To minimize legal risk, any contemplated weighted voting method should be reviewed under the Cunningham disproportionate impact analysis. Further any contemplated weighted voting method should be assessed in terms of submission to the state legislature for adoption. K\ \00008\21443_THW\21443M22W9 17