Section 2. (a) There is hereby created a body politic and corporate to be known as the Massachusetts Department of Transportation. The department is hereby constituted a public instrumentality and the exercise by the department of the powers conferred by this chapter shall be considered to be the performance of an essential governmental function.
The department is hereby placed in the executive office of the governor but shall not be subject to the supervision or control of said office, or of any board, bureau, department or other center of the commonwealth, except as specifically provided in this chapter.
(b) The department shall be governed and its corporate powers exercised by a board of directors. The board shall consist of 7 members appointed by the governor for a term of 4 years, 3 of whom shall be experienced in the field of public or private finance and management; 1 of whom shall have experience in public policy; 1 of whom shall have experience in transportation planning and policy; 1 of whom shall be the secretary of transportation, who shall serve ex officio; and 1 of whom shall be a registered civil engineer with at least 10 years experience. The governor shall designate 1 of the members, other than the ex-officio director, to serve as chairperson of the board. Not more than 4 of the directors, except the ex-officio director, shall be members of the same political party. Each director shall serve without compensation but may be reimbursed for actual and necessary expenses reasonably incurred in the performance of their duties, including reimbursement for reasonable travel; provided, however, that such reimbursement shall not exceed $3000 annually. Any person appointed to fill a vacancy in the office of a member of the board shall be appointed in a like manner and shall serve for only the unexpired term of such former member. Any director shall be eligible for reappointment. Any director may be removed from his appointment by the governor for cause. The board shall annually elect 1 of its members to serve as vice-chairperson.
(c) A majority of directors shall constitute a quorum and the affirmative vote of a majority of directors present at a duly called meeting, if a quorum is present, shall be necessary for any action to be taken by the board. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if all of the directors’ consent in writing to such action and such written consent is filed with the records of the minutes of the meetings of the board. Such consent shall be treated for all purposes as a vote at a meeting. Each director shall make full disclosure, under subsection (d), of his 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 he has a financial interest, unless otherwise permissible under chapter 268A.
(d) Chapters 268A and 268B shall apply to all ex-officio directors or their designees and employees of the department. Said chapters 268A and 268B shall apply to all other directors of the department, except that the department may purchase from, sell to, borrow from, loan to, contract with or otherwise deal with any person in which any director of the department is in any way interested or involved; provided, however, that such interest or involvement is disclosed in advance to the members of the board and recorded in the minutes of the board; and provided, further, that no director having such an interest or involvement may participate in any decision of the board relating to such person. Employment by the commonwealth or service in any agency thereof shall not be deemed to be such an interest or involvement.
(e) The governor shall have the power to appoint and employ a secretary of the department, whose term of service shall be coterminous with the term of the governor, and to fix his compensation and conditions of employment. The secretary shall be the chief executive, administrative and operational officer of the department and shall direct and supervise the administrative affairs and the general management of the department. The secretary shall appoint and employ a chief financial and accounting officer and may, subject to the general supervision of the board, employ other employees, consultants, agents, including legal counsel and advisors, and shall attend meetings of the board. The chief financial and accounting officer of the department shall be in charge of its funds, books of account and accounting records. No funds shall be transferred by the department without the approval of the board and the signatures of the chief financial and accounting officer of the department.
(f) The board shall bi-annually elect 1 of its members as treasurer and 1 of its members as secretary. The secretary of the board shall keep a record of the proceedings of the board and shall be custodian of all books, documents, and papers filed by the board and of its minute book and seal. The secretary of the board shall cause copies to be made of all minutes and other records and documents of the department and shall certify that such copies are true copies, and all persons dealing with the department may rely upon such certification.
(g) All officers and employees of the department having access to its cash or negotiable securities shall give bond to the department at its expense in such amounts and with such surety as the board may prescribe. The persons required to give bond may be included in 1 or more blanket or scheduled bonds.
(h) Board members and officers who are not compensated employees of the department shall not be liable to the commonwealth, to the department or to any other person as a result of their activities, whether ministerial or discretionary, as such board members or officers except for willful dishonesty or intentional violations of law. Neither members of the department nor any person executing bonds or policies of insurance shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof. The board of directors may purchase liability insurance for board members, officers and employees and may indemnify such persons against claims of others.
(i) The department shall continue as long as it shall have bonds or insurance or guarantee commitments outstanding and until its existence is terminated by law. Upon the termination of the existence of the department, all right, title and interest in and to all of its assets and all of its obligations, duties, covenants, agreements and obligations shall vest in and be possessed, performed and assumed by the commonwealth.
(j) Any action of the department may take effect immediately and need not be published or posted unless otherwise provided by law. Meetings of the department shall be subject to section 11A 1/2 of chapter 30A, except that said section 11A 1/2 shall not apply to any meeting of members of the department serving ex officio in the exercise of their duties as officers of the commonwealth so long as no matter relating to the official business of the department is discussed and decided at the meeting. The department shall be subject to all other provisions of said chapter 30A, and records pertaining to the administration of the department shall be subject to section 42 of chapter 30 and section 10 of chapter 66. All moneys of the department shall be considered to be public funds for purposes of chapter 12A.
(k) The board shall adopt a written policy providing for the delegation in writing of any of its powers and duties under this section and section 3; provided, however, that the policy shall include a requirement that the board shall only review contracts valued at $15,000,000 or more.