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The 192nd General Court of the Commonwealth of Massachusetts

Section 7: Board of directors

[ Text of section effective until July 29, 2021. For text effective July 29, 2021, see below.]

  Section 7. The authority shall be governed and its corporate powers exercised by the board of directors of the Massachusetts Department of Transportation established under chapter 6C.

Chapter 161A: Section 7. Board of directors; term; political party; quorum; powers, responsibilities and obligations; records; meetings; disclosure of financial interests; liability

[ Text of section as amended by 2021, 29, Sec. 19 effective July 29, 2021. For text effective until July 29, 2021, see above.]

  Section 7. (a) The authority shall be governed and its corporate powers exercised by a board of directors. The board shall consist of: the secretary, who shall serve ex officio; 1 person to be appointed by the advisory board who shall have municipal government experience in the service area constituting the authority and experience in transportation operations, transportation planning, housing policy, urban planning or public or private finance; and 5 persons to be appointed by the governor, 1 of whom shall have experience in safety, 1 of whom shall have experience in transportation operations, 1 of whom shall have experience in public or private finance, 1 of whom shall be a rider as defined in section 1 and a resident of an environmental justice population as defined in section 62 of chapter 30 and 1 of whom shall be selected from a list of 3 persons recommended by the president of the Massachusetts State Labor Council, AFL-CIO.

  The member appointed by the advisory board with municipal government experience in the service area constituting the authority shall represent 1 of the following service areas: (i) the 14 cities and towns; (ii) the 51 cities and towns; or (iii) the other served communities; provided, however, that of the members appointed by the governor, not less than 1 shall reside or work in a different service area than the member appointed by the advisory board. A vacancy from a member appointed by the advisory board with municipal government experience in the service area constituting the authority who has served for 2 full terms shall be filled with a member with municipal government experience from a different service area of the authority than the departing member.

  Not less than 2 of the appointed members shall also be members of the board of directors of the Massachusetts Department of Transportation established under section 2 of chapter 6C.

  In making selections to the board of directors, the appointing authority shall strive to ensure a board whose diversity and inclusion are reflective of the population served by the authority.

  (b) The term of each member, except for the secretary, shall be 4 years; provided, however, that 3 of the members appointed by the governor, not including the secretary, shall serve for terms that are coterminous with the governor. A member shall be eligible for reappointment; provided, however, 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 portion of the term of the former member but may be appointed to serve 2 full terms thereafter.

  (c) Not more than 4 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; provided, however, that the secretary shall not serve as chair or vice-chair.

  (d) Four 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 the board 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.

  (e) The board shall be afforded all the powers, responsibilities and obligations under 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 a minimum a subcommittee on: (i) safety, health and environment; (ii) planning and workforce development; and (iii) audit and finance. Each member shall participate on 2 subcommittees of the board. Each subcommittee shall have 3 board members. The appointee of the governor who has experience in safety shall chair the subcommittee on safety, health and environment. The appointee of the governor who has experience in public or private finance shall chair the subcommittee on audit and finance.

  (g) The members of the board, except for 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 1 time per month and not less than 12 times per calendar year.

  (j) Each member shall make full disclosure of their 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 the secretary in the secretary's capacity as an ex officio member. 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 with which any member of the board has an interest or involvement; provided, however, that: (i) such interest or involvement is disclosed in advance to the members of the board and recorded in the minutes of the board; and (ii) no member having such interest or involvement may participate in a decision of the board relating to such 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, the authority or any other person as a result of their activities related to their duties as members of the board, whether ministerial or discretionary, except for willful dishonesty or intentional violations of law. The board may purchase liability insurance for members, officers and employees of the board and may indemnify such persons against the claims of others.