Amendment #881 to H4000

MBTA Board

Mr. Hill of Ipswich Section 3 of chapter 161A of the General Laws, as appearing in the 2018 Official Edition, is hereby amended by striking out, in lines 2 and 3, the words "board of directors of the Massachusetts Department of Transportation established in chapter 6C" and inserting in place thereof the following words:- Massachusetts Bay Transportation Authority board of directors established in section 7.

Said chapter 161A of the General Laws, as so appearing, is hereby further amended by striking out section 7 and inserting in place thereof the following section:-

Section 7. (a) The authority shall be governed, and its corporate powers exercised by a board of directors, consisting of 7 members, including the secretary of transportation who shall serve ex officio. The governor shall appoint 5 additional members including at least 1 member with experience in safety, 1 member with experience in transportation operations, 1 member with experience in public or private finance and 1 member who is a rider as defined in section 1. 1 member shall be appointed by the advisory board established pursuant to section 7A. At least 2 members shall also be members of the board of directors of the Massachusetts Department of Transportation established pursuant to section 2

of chapter 6C.

(b) The term of each member, except for the secretary, shall be 4 years. 3 of the members, not including the secretary of transportation, shall serve for terms that are coterminous with the governor. A member shall be eligible for reappointment provided that a member shall not serve more than 2 terms. A member appointed to fill a vacancy in the board shall serve only for the unexpired term of the former member, but may be appointed to serve two full terms in addition to such part of a full term.

(c) Not more than 4 of the members shall be enrolled in the same political party. The governor shall designate 1 member to serve as chair and the board shall elect 1 member to serve as vice-chair.

(d) 4 members of the board shall constitute a quorum and the affirmative vote of a majority of members present at a duly called meeting, if a quorum is present, shall be necessary for any action taken by the board. Any action required or permitted to be taken at a meeting of members may be taken without a meeting if all of the members consent in writing to such action and such written consent is filed with the records of the minutes of the board. Such consent shall be treated for all purposes as a vote at a meeting. No vacancy in the membership of the board shall impair the right of a quorum to exercise all the rights and perform all the duties of the authority.

(e) The board shall be afforded all powers, responsibilities and obligations set forth pursuant to this chapter. The board may delegate any powers, responsibilities and obligations specifically afforded to it to the general manager unless otherwise prohibited by this section. The board shall adopt a written policy providing for the delegation of any of its powers and duties.

(f) The board shall establish subcommittees, which shall include at the minimum a subcommittee on (i) safety and (ii) audit and finance. Each member shall participate on 2 subcommittees of the board.

(g) The members of the board, with the exception of the secretary, shall serve without compensation, but each member may be reimbursed for actual and necessary travel and other expenses reasonably incurred by the member in the discharge of the member's official duties; provided, however, that reimbursement shall not exceed $6,000 annually per member.

(h) Meetings of the board and its subcommittees shall be subject to sections 18 to 25, inclusive, of chapter 30A. Records of the board shall be subject to section 10 of chapter 66.

(i) The board shall meet at least 12 times per calendar year.

(j) Each member shall make full disclosure of financial interest, if any, in matters before the board by notifying the state ethics commission, in writing, and shall abstain from voting on any matter before the board in which the member has a financial interest, unless otherwise permissible under chapter 268A. Chapters 268A and 268B shall apply to ex-officio members. Said chapters 268A and 268B shall apply to all other members of the board, except that the board may purchase from, sell to, borrow from, loan

to, contract with or otherwise deal with any person in which any member of the board is in any way interested or involved provided that: (i) such an interest or involvement is disclosed in advance to the members of the board and recorded in the minutes of the board; and (ii) no director having such an interest or involvement may participate in a decision of the board relating to such an interest or involvement. Employment by the commonwealth or service in any agency thereof shall not be deemed to be such an interest or involvement.

(k) Members shall not be liable to the commonwealth, to the authority, or to any other person as a result of their activities, whether ministerial or discretionary, as such members or officers except for willful dishonesty or intentional violations of law. The board may purchase liability insurance for board members, officers and employees, and may indemnify such persons against the claims of others.

Notwithstanding any general or special law to the contrary, in making initial appointments to the Massachusetts Bay Transportation Authority board of directors, established pursuant to section 7 of chapter 161A of the General Laws, the governor shall appoint the 3 members whose terms are not coterminous with the term of the governor to the following initial terms: 1 member shall be appointed for a term of 1 year, 1 member shall be appointed for a term of 2 years and 1 member shall be appointed for a term of 3 years.

Additional co-sponsor(s) added to Amendment #881 to H4000

MBTA Board