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APTA Seeks Member Approval to Strengthen Governing Structure; Board Approved Bylaws Change

After nine months of work by APTA’s Task Force on Governance and Bylaws Review, the Board of Directors has overwhelmingly approved recommended changes to the association’s governing structure. These important changes and clarifications were submitted to APTA’s voting membership this week.

If two-thirds of the nearly 1,500 members approve the changes, they will begin being implemented to coincide with the seating of the new board and Executive Committee in October.

The task force, chaired by Nuria I. Fernandez, general manager of the Santa Clara Valley Transportation Authority, and co-chaired by David Stackrow, chairman of the Capital District Transportation Authority, and Chuck Wochele, managing partner/owner of TransitConsult LLC, reaffirms the necessity of a broad-based board while defining clear responsibilities for both the board—as the strategic governing body—and the Executive Committee—as the operational governing body. In addition, the group aligned the seats on the Executive Committee with the strategic segments of APTA’s membership, providing at-large seats so all APTA members are eligible to hold a seat.

“Addressing our governance issues is critical to moving APTA from ‘good’ to ‘great’,” said APTA Chair Doran J. Barnes. “Gaining our members’ approval of the proposed changes is one of my top priorities this year because it will make our association stronger, more unified and inclusive.”

The most significant bylaws changes approved by the board this month address two major areas:

1) The composition of the Executive Committee, which increases from 18 to 25 members, will assure representation from key APTA constituencies, including bus and paratransit CEOs, commuter rail CEOs, rail transit CEOs, legacy systems, mid-size operations, small operations, highest dues transit CEOs, transit board members, business members, officers, at-large members and Canadian member representative.

2) The responsibilities of the board and Executive Committee are greatly clarified with the board focusing on approval of a strategic plan, approval of an annual budget, legislative strategies and the hiring, extension and, if necessary, dismissal of a president and CEO. The Executive Committee will serve as the performance oversight and decision-making body of the board, will evaluate the performance of the president and CEO and will regularly report to the board.

Other changes clarify what constitutes a quorum for the Executive Committee and the role of APTA’s legal counsel.

APTA bylaws require weighted ­voting for this vote. This means each APTA member is entitled to one vote for each $100 of the last annual dues paid to the association. Members will be able to vote electronically and paper ballots will be available at APTA conferences. The goal is to obtain two-thirds favorable votes by the end of June, prior to the nominating committee meeting. For more details, see the ­Summary of Recommended Changes here.
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