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14. VTA board alignmentOFFICE OF THE CITY MANAGER CUPERTINO CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 950143255 TELEPHONE: (408) 777-3212 • FAX: (408) 777-3366 davek ~ cupertino.org STAFF REPORT Agenda Item Number ~ ( Agenda Date: April 1s2448 SUBJECT AND ISSUE Provide recommendation to the Valley Transportation Authority (VTA) PAC representative regarding the VTA Board's realignment. BACI~GRQUND Attached is a report from Karen Antion Consulting outlining the governance issue and a memo from Mayor Sandoval to the West Valley Mayors and Managers proposing the position v/hich should be taken.. Respectfully subnutted: David W. Knapp, City Manager 14-1 MEMORANDUM TO: West Valley Mayors and Managers 1rROM: Dolly Sandoval DATE: March 7, 2008 STJBJECT: VTA Governance Tlie West Valley Mayors and Managers met on. February 28, 2008 and discussed the VTA Governance Proposal submitted by VTA Board Director Greg Sellers. Generally, the group agrees in principle with many elements in the proposal and offers the following comments for consideration: • We agree that each city grouping should have the authority to select their own representative rather than the current rotation process. Furthermore, we agree that representatives should have the necessary background in transpartation, such as serving on the VTA Policy Advisory Committee or other transportation-related committees; prior to serving on the VTA Board. Representatives should also have a genuine interest in the field of transportation planning. These changes will. add stability to the Board and - increase the experience and knowledge of Board Members. • We believe that representatives should serve as long as the city group chooses, however the terms of directors should remain for two years only. Two years is an appropriate .amount of time for each city group to assess the performance of their•representative and to determine whether to reappoint their representative or select someone new. • Finally, we believe that the current composition of the Wesf Valley City Group should remain. The West Valley Mayors and Managers have been~meeting on a monthly basis for many years to address issues of mutual interest and to seek collaborative solutions to issues unique to the west valley area. Los Altos Hills does not have a connection to our city grouping nor is the town geographically connected to the west valley. While we appreciate Director Sellers' efforts to have similar population totals within each city group, Los Altos Hill's population will not significantly alter the population difference between the west valley and north county city groupings. For these reasons we believe that Los Altos Hills is better served as part of the North County City Group. The West Valley Mayors and Managers look forward to continuing this dialogue to improve the governance at VTA. ~a-z • en _ • ~~ on -~ . ~ nsulting, LLC - ~ . : ranuary 1 s, 2ovs Director Greg Sellers .. ~ . VTA Basz-d of Directors 3331 N. First Street San. rose, CA • .Dear Director Sellers, • Attached please find the Governance Committee's recommendation far strengtheni~tg. VTA's governance straetare as it pertains to.the term of offiice~for Tirectors and the proced~u-es for selection of Directors by city groupings.. , - Sincerely, . .• r ~, Karen Antian ~ ~ • • resident 61 Seaview Avenn.~, Suite X58 Stamford, C'i' 06902 t?~319Ci1-(X179 14-3 Smas Clma Ya!!ep TreKSpar~tian .4ntkcr~y VTA Board Governance Recommendations January 20(18 . ' In 2007 VTA engaged the HSy Group to conduct a complete Qrganization •and Financial . Assessment. As a result of that Assessment, VTA received a set of recommendations •~ designed to stre~gtben VTA's governance, financial ~ management and organizational . effectiveness. The Board has made a number of decisions to implement the recommendations resulting from the Assessment and VTA is beginning to realize the . benefits it eagaecsted. ~ . In the area of Governance, the Board started by approving the formation of an Audit .Committee as a standing committee of the B oard. The work required to formalize ~ the • Committee and procure the resources to ~deveiop and implement an Audit Pfau. is underway. The Board approved the development of a "Leadership Summit" to revisit '- VTA's Ysion and Nfs.ssion and provide guidance to the staff on required revisions. The Summit is scheduled for Febnzary i, 2008. 'The Board also~made the decision to designate Director Greg Sellers to serve as ttze Board's representative to work directly with the 'V'I'A staff.and consultants to implement governance related recommendations. The work plan for the "Governance Committee" activities is listed below: Governance Work Plan Activiti 1. Review and Evaluate Governance Strue~ure a_ Term of 4ffce for Du~ectors b. Procedures for selection ofUirectors by city groupings 2.. IIevelop snd Implement a Board Self Assessment Program 3. Reduce the number of Advisory Committees ar • Evaluate opportunities for consolidating Advisory Committee responsibilities. Consider the z~eoomme~ndation from the xay Group as well as alternative strategies. ~ , Karen 14 - 4 Same Cl~a . vaIIe~ Y}~w~mtaaon • i. I3ay Recommendation Work with the Policy, Advisory Committee and the Technical Advisory Committee to consolidate~the ~i responsibilities, goals and objectives of the two committees. b. Itecommead changes to by laws and new work plans to reflect responsibilities far advisory_committees affected by the consolidation. The Committee met to develop a strategy for reviewing and evaluating the governance structure as it pertains to the term of o#fice far i?irectars and the procedures for selection of Dir-ectozs by city groupings. 'T#ke following changes to the governance structure are recommended. ' lmmertdect Changes tothe Governance 5t~ucture .The Hay group identified board turnover as s critical challenge to .the governance structure at VTA. Directors are ctnrently eligible to serve one two year i~rsn. The report recommends that the VTA Board look at alt~mafives to lengthen the term of office far directors and also wank with appointing authorities to ensure that eligY`bility far selection to serve an the VTA Board include appropriate qualifications and experience as well as~ the time~Ieft in the~elected officials term of of~.ce so that they do not "term out." during their tenure as a VTA Director. . The Assessment also spoke to the VTA Board's responsibility as a regional poficy Board. :~ Specifically, the report slates "The board ha.s been'charged with serving as a regional policy body. Appointing authorities and the VTA Board of Directors need to Work together to ensure that Directors appointed to the Board have a regional perspective and ., experience consideri~.g policy issues as well as projects and programs", . A unique characteristic of the composition of the VTA Board is that it includes five city • council memhiers selected from among the city co3mcils of all of the cities in the county, other than the City of San Jose, as provided by agreements among. those cities. The cities ' involved created three "city groupings" where each city withui~the grouping serves on the . VTA Board oa a rotational basis. A solution to help reduce Board turnover and a#.tbe same time help nnove the VTA Board structure to one that has more "regional representation" map Ile with the election of these . five Directors and the specafic defmitian of the city groupings. The current configuration was based primarily on population and secondarily on geography. VTA's history and Directors' experience has shown that cities that are geographically proximate have very similar issues, challenges and opportunities. Oar recommendation looks to group cities based on geographic proximity first and population second. The population analysis is l~aren 14 - 5 S~ CJars Yew ?rmupar~iae based on current data and also contemplates areas of new and planned growth in the County: The population analgsis supporting this recanvnendation i$ attached. Recommendation: . 1. Reconfigure the city groupings and add a new group based .on geographic proxhmity and population size to create "regions". within the county..(Refer fA the Chart below). The foarth region has been added is recagnifian that San A+Iartia is seeking its designa#ion as a city and thaf the South Gaunty region is the fastest growing region i:n Santa. Clara County. . WE~"€' VQ,ltEY . 3. SEAT ~ hlt)RTH WEST 1 SEAT . E~lOFtTH EAST 2 SEATS SOUTH _ COLiIhiTY i SEA Cam bell 38 138 Los Alfo~ 29 300 Mii Itas 65 050 Giiro 48 527 Cu amino 53 000 Mountain View 71 995 Santa Clara 1i0 771 Morgan Hil! 37 fl9i Los Altos Hiils_ 8 48Z Pafo Alto 62 000 Sunn aie 133 754 San 'Martin 5 000 Los Gatos. 29 132 Morita Sereno 3 90fl Sarat a 31 Q97 TOTAL ~ i63 749 163 295 304 575 90 618 Pa seat i63 749 163 295 154 788 90 fii8 2: Eliminate. the concept of city rotation within the region. Each of the regions of the county will "select" their representative(s). to serve as a Director on the VTA. Boaz~d. 3. Regional representatives serving on the VTA board will serve a four year term. 4. A process should be developed fox -selection of regional representatives oa the VTA Board 'of Directors. Regions! representatives serving as 'VTA Directors should have the required experience, qualifications and time available in their term to leave a four year term on the VTA Board. In conclusion, the Organization and Financial Assessment conducted by the Hay Group tecommeaded that the VFA board explore altern~.tives for lengthening Directors' terms of affce in order to reduce Board turnover. A solutiozi to help reduce Board turnover and ~•~ 14 - 6 sonltt ct~ - Yallg ~~ . at the same time help move the VTA Baard stnxcLure ~ one that has more "regianal representation" involves creating four regions within the cou~.tq based on geographic proximity and population size. A process for each region to select their representative would replace the pradica of city rotation. Directors would serve faro year terms and be selected baste an qualifications and time available in their team to serve a four gear term on the VTA Board. This solution is one that is within the ETA Baazd's aurent ~nzthozity to implement. . . "s . F Karen ~ a - ~ Saxta rx~ra . YaE[g Trassporta6ian .4r~kor#y CU C TIO W1=5'i' ~,tAL.L1Y -i SEA.T NOR'f't# . COi,EkYTY _ ~ 3 SEATS • ~ t~lCsN4- 1 SEAT - Cam bell ~ 3$ 138 Los. Altos 29 300 Gifro 48 527 Cu ertino 53 000 Los Altos f-lifts .. . 8 482 Mil itas 65 050 " Los Gatos 29 i3Z Mountain Vfew - 71 495 Mor an Hfil 37 091 Monte S~reno 3'300 Palo Alto 62 000 - Sarato a "31 097 Santa Clara 110 771 ' Sunn ate 133 754 • 155 257 416 302 150 668 Pa seat 155 Z67 138 767 150 668 4 -- ON GU G G O WEST \IA,LLE't~' {2 SEATS NORTH COUNTS( 2 SEATS SOE,i`F']!f COlfi(+O'~' ~ ~. S>`AT ' Cam bell 38 138 Mif Etas 65 050 Gilro 48 527 Cu ertlno 53 000 Mountain Vfew 71 99S Mor an f-ffl! 37 091 Los Gatos 29 132 Santa Clara i10 771 San Martfn ,. 5 000 Los Altos 29300 Sunn ake 133 754 Los Altos Hilts 8482 f?aka ARo 62 000 ~ .. ~ . Monte Serena 3 900 Sarat a 31097 " TOTAL 255 II49 ~ 381 570 90 618 Po 'seat. 127 525 190 785 90 618 fl -- P 9dSi'It5'i S~A)i.~ii" 1~sEAT • I+IORTM WEST 1 SEAT NORTH EAST Z SEATS SOiJTirF CUUNTY ?~ SEAT Cam bell 38 138 Los Altos 29 300 Mif itas 65 D50 Gilro 48 527 Cu rtino 53 000 Mountain Vlew 71 495 Santa Clara 1i0 771 Morgan Hiii 37 091 Los Altos HIlks 8,482 Palo Aito 62 000 - Sunn le 133 754 San Martin 5 000 ' 'Los Gatos 29 132 . Monte Serena 3 900 Swat a 31097 TOTAL ~ 163 749 163 295 309 S75 90 618 Po spat 163 749 153 295 154 788 9D 6i8 ~~~ 14-8