have this insurance and might be less likely to work for us. this is not just about protecting current employees. it is about keeping us competitive. my question is -- $150,000 retention, i assume, would be something that would not be put on the individual employee. it would be a situation with the agency would essentially cover the -- cover that. >> i have that written down. we should build this into the cost of our bonding when we look at final approval, we know the $100 million we are getting costs a lot more than $100 million. at the end of the day, this will probably be a relatively small number, so i will just say that. i do not think we can do this sort of bonding wisely without getting the sort of insurance for the reasons i just mentioned, so i hope that when we crossed out this capital we are getting, we would include this premium with it. with that, mr. chairman, i will

moved to adopt sonali's recommendation that we purchase the -- oh, we are not actioning today? i will look in advance -- >> [laughter] than at any criminally militiamen, fraudulent act -- does that, if there is one of those things by one person, does that kind of boy the whole coverage? >> i do not think it avoids the whole coverage. i think it would be considered a claim against that, and that individual would be priced out and be liable. they would not be covered under it and a longer period that is not the current climate, at least. >> [inaudible] >> ok, great. director nolan: maybe along the

same lines, what if we get down to this and we have a 4-3 vote, and something is wrong, those four people withheld something? does it matter? >> i do not think it does. >> [inaudible] regardless of your vote. director nolan: does anybody ever -- to any of these other agencies have to file any responses? >> there has been no clear response against this. santiago did have it, but the exclusions applied for san diego. director nolan: these organizations have had these for years? nobody has ever -- >> not that i am aware of. >> it is a good business to be in. director nolan: i guess it is the risk of being consistent

here. i am willing to go with the integrity of the members of this body. >> we have two opinions so far. bamut is the lack of this insurance and have a our ability to attract and hire good people like you? >> i would say that almost every public agency i know the issues that has this coverage, and it is cost of issuance debt, so we would have that in our operating budget, so i do recommend we pursue this spirit we would be the only public and to do that i know of that issues debt that would not have this coverage.

>> i think director brinkman's question is to the reason, and it is not just a short sided coverage so we can go ahead and commit negligent acts and be covered by it. that is not the reason. the reason is that we ask our cfo and director and importance that people to make difficult decisions on a daily basis, and to then say to them that we are not going to spend the extra money to cover in case there is a mistake -- i have a concern that that sends the wrong message and has them acting out of whack with every other agency in the city, let alone the country, that is issuing debt that does this, and it exposes our employees to something that no one else is exposed to, which i think has a two-part detriment. it sends the wrong message to current employees, and i do think it would have a negative impact. let's just say that tomorrow, sonali has to move out of the

country for personal reasons and we have to hire a new cfo. we're on the verge of issuing debt, and we're going to tell the we're the only entity in the ã9qj? arçqd with an insurance policy? i think that would hurt us in the employee markets. we just hired director reiskin. he took less money than his predecessor. he has come on and shown a willingness to do this out of the goodness of his heart at a lot of levels, and to be a very active person right at the beginning, but we're going to tell him, just as he comes on, we will start issuing debt, and he will not be insured for it? i think that is why i disagree. i think this is more about just hedging bets. i think this is about protecting and value -- protecting and valuing our staff. director nolan: any other members have thought at this point? >> i would echo director heinicke's comments.

i think it is only fair to ask staff and directors to have this insurance, and i think protecting them for the job they do for us every day that we should appreciate them and for the insurance to cover them as well as the commission. director nolan: anything else? >> i would also echo director heinicke and director bridges' suggestions. but as we are giving to our staff to do extraordinary things, and it will take some time, and i want to encourage that kind of thinking because i do want to continue to be out in front of everything that we do, and it would be nice to have a little insurance to back us up on this kind of insurance processes and distaff the faith

they need to be able to go forth. if it helps -- i think that it does help us move in the direction of more progressive action. playboy director nolan: -- director nolan: it has to be directors and officers all is one thing? >> yes, that part protect you. >> trying to exclude us? director heinicke: go back to the insurance market and see what sort of discount we can get. that could save us 10 box -- bucks. >> what is going to be really scary is that really impacts the premium. director nolan: anything else? sounds like there is support for going ahead. >> look forward to working with you.

them and no members of the public have indicated their interest in addressing you on this item and seeing no one seems to be moving forward at this time -- director nolan: how long is the next item likely to be? >> 30 minutes. director nolan: do we want a little break before then? eight minutes? seven minutes? secretary boomer: 8-a. director nolan: good afternoon. >> this is a short presentation to help make the requirements. the charter requires that the sf m.t.a. board members receive four hours of training annually

about their legal and financial obligations as the board, so this training is not designed to satisfy this. the code requirement that all board and commission members receive sunshine training annually, and it is not designed to set aside a state law requirement that board and commission members received ethics and other training by annually. -- biannualy. we're going to talk about the powers and the duties of the board and its members and also just a little bit about open meeting laws. if you have any questions, please feel free to stop me. if you have any questions, i can answer them. let me know if you have questions.

i am sorry. the mta as an agency has unique powers, not held by other agencies within the city. the mta has exclusive authority over acquisitions of property, construction, use of this property. it has exclusive authority to contract, to purchase, and to lease. the sf mta can accept and spend grant funds without the board of supervisors approval, unlike other agencies. the sf mta also set rates and fares without board approval, in addition to other matters and control over the streets. you have the ability to regulate parking, stopping, and the flow and direction of traffic. the role of the board in the

performance of the agency functions is, first of all, to set policy directions for the agency, first and foremost. you also a point and remove the director of transportation and the secretary, your own secretary, the secretary to the board. the sf mta board approved settlements recommended by our office, and you approve the rates and fees and fares that are relative. you also approve the sf mta budget, and the board also has the ability to acquire intuit any matter in the jurisdiction. so i want to talk about a few of your roles and duties in a little more detail. regarding policy direction, the board sets policy for the agency consistent with the city's legislation, most importantly

including the city charter, and the board gives direction to the staff of the agency through the director of transportation. as part of your policy-making function, the board can require the director of transportation to get board approval for specific action. that is where the balance of power is not really set out in the charter in any great degree. approving the budget. as you all know, the sf m.t.a. has a degree of control over their budget. this is unique among city budgets. the sf mta segments a balanced two-year budget to the mayor and the board of supervisors for an even number year. odd numbered years such as this one, the sf m.t.a. was required to submit a budget amendment only if it was seeking an

increase in appropriations or fare increases, or things that were not included in the two- year budget that you submitted. the sf mta budget is approved by operational law. this is different than any other agency. their budgets are approved by the board. this is unless it is rejected by a supermajority by the board of supervisors. if the sf mta wants an increase in general fund spending that is over the guaranteed base amount, then you would have to receive the normal, but you would go through the normal budgetary review process and get approval from the mayor and the board of supervisors for increases over your general fund spending. and of course, as you have heard today, the sf mta board with

the board of supervisors approval can issue debt without voter reproval. i want to talk about the concept that has two parts that are commonly referred to as interference in administrative affairs, and the first part of that is a chain of command. so the board and its members may seek information from the director of transportation about the sf mta operations, and with the directors'approval, can seek information from staff, so an individual board member with approval can seek information from staff. in sum, the board must work for the director of transportation. that is how the chain of command those. this last bullets is interference with administrative affairs.

an individual member of the board in administrative affairs other than through the director is official misconduct. i want to make sure that you understand that chain of command does not mean that the board as a body cannot talk to individual staff. the chain of command limitation does not affect the full board powers of inquiry. you can call any mta officer or employee to speak to the board as alan colmes about any matter. that is within your jurisdiction at any time. the other part of what is commonly called interference with administrative affairs is the distinction between action by an individual member of the board and the board's action, so board members make a decision

only as a body. an individual board member does not have any policy-making authority. individual members cannot exercise the powers of the mta board. and, of course, when the the board asks and exercises its power at a notice meeting, by means of a vote. any questions about any of that? president nolan: this year, we are looking at like a $22 million deficit in the budget. how does that fit in in terms of the board of supervisors? what are our options? >> director, as you know, the past five years, we have always had a budget deficits, and the way we have addressed it is by either not hiring or enhancing our revenues.

as long as we do not go to the board to ask for more money, we are ok, and we usually have to do that. president nolan: thank you. ms? >> i know you did this ever you through -- every year through our online training. so the basic rules about open meetings is that all policy bodies operate in public meetings. those meetings must be publicly noticed, and the policy body must fix public comment at those meetings. what is a meeting? it seems painfully obvious, but people in my office spend a lot of time talking about this and thinking about this because we want to avoid the situation in

which there is a gathering of a quorum of a policy body, and the members do not realize that this is a meeting, and therefore the meeting has not been noticed, and then it is an unlawful meeting. a basic definition of a meeting occurs when the majority of the members of a policy body come together at the same time and place. it is important to note that both the board and any of your committee is our policy bodies, so a gathering of two or three would be a meeting. that retreats, workshops, site tores, gatherings, which are now not as common, but when i came into this office, it was very common to have a new gathering before or after a board meeting. those are meetings, and they have to be noticed. of course, there is nothing

wrong with having a retreat. no you're having one next week, in two weeks, but a retreat is just a meeting that has to be noticed just like any other, and the public has the right to attend and participate. there are some important exceptions to the basic definition of a meeting. meetings can occur even though the majority of a policy body is not in the same place at the same time, so the most obvious example is a telephone conference among the majority of the members of the policy body. you are not in the same physical place, but a telephone conference is a meeting, and you would not be allowed to have a delicate bone conference. -- to have a telephone conference. that also be an illegal meeting.

a more subtle situation our meetings that occur when members of a policy body and of discussing an issue that is within their jurisdiction, even though those discussions occur may be between one member and another member. they do not occur at the same time, they do not occur in the same place. the simplest is when they occur by telephone, when member calls member b, and them member b decides she wants to hear what member c has to say about that, and then member c calls member d.

those are unlawful, and they do occur mostly through technology, telephones, facts, email, text messaging. they also can occur through human intermediaries, a member of your staff talking to one board member, find out what one board member things about a particular issue and goes to another board member and says, "well, board member a tells me this. what do you think?" and that process goes on until it includes a majority of the members, and then you have an unlawful seriatim meeting. one thing we have cautioned board members a lot is that it is very easy to have email exchanges turned into an unlawful meeting. someone sends an email addresses it to all board members, and the members start replying. they hit reply all, and then it

becomes a discussion among a majority of members about an item that is within the board jurisdiction. that discussion is not taking place in public. the public does not know. today, we're not talking about public records, but i also wanted to remind you that when you use technology to communicate by email or by text or other means, even if you are using your own, personal device, if you are communicating about the public business, it is at least possible -- the lot is not very well developed on this issue, there have been a couple of cases, but we have not been given enough guidance yet, but it is possible that that could be subject to disclosure. i want to make sure you are all aware of that.

ok, so now we know what a meeting is. we can go on to public notice. of course, all of your public meetings have to be noticed, and your secretary is an expert in that in making sure that is done properly, and that notice includes your agenda, and you cannot act on any matter or discuss any matter that is not on your agenda. i think you all are well aware of this issue, and just a reminder, it includes discussion. an item that is not on your agenda. director: can i ask for a clarification of the process? >> sure. director: for an item to be on

the agenda. >> the way that that works is that your agendas are sent by the director of transportation and the president or the chairman of your board, who sets the agenda and decides when items will come before the board, so an individual board member does not have the authority to command that a certain item appeared on the agenda at a certain time. that is how the process works. president nolan: but as often happens, and during comments, as director brinkman did, that is -- >> that is ok, because you are hearing from the board, know what items the individual members went on, and you are discussing it with the director,

especially if it requires some kind of staff action or staff report. you are making sure. you are doing that in your function as a chair as administrative matter to make sure that everything can come before the board in due course. and there is no problem with individual board members stating what they would like to have on the agenda, telling the executive director, that they would like to have something on the agenda, asking the chair to place it on the agenda. that is perfectly fine. that is what you do. there are some exceptions to the rule about not discussing items on the agenda. they are extremely rare, but there are some in emergencies. you sometimes will be able to discuss matters that are not on the agenda. of course, our office would be giving you advice about this. i have been in this office for

22 years, and i think the only time i have ever seen this happen was after loma prieta. and this goes back to your question, about not discussing items on the agenda. it does not prevent people from asking to put something on a future agenda, from a board member following up on public comment, for asking for clarification about what their concern is, a public common with the reference to staff or other resources or asking staff to report back on something that a member of the public is commenting about. so one of the other tenants for public meetings is that the public has a right to comment at all public meetings. they have the right to comment

anonymously. your secretary asks for people to provide a speaker card, and that is fine, but if the speaker does not want to fill a speaker card, they have a right to address you. they have the right to criticize the policy body, criticize members of the policy body, to criticize staff. again, they need to keep on topic. and they do not have the right to discriminate against members of staff, make discriminatory comments. that, again, is a matter that the deputy who is present would be advising about if you got into a situation like that. speakers have a right to equal time. you must give speakers equal time on the particular item, and speakers have the right to translation. the members of the public that do not speak english have a right to have their comments

translated, and one more point of clarification because we have had that come up a bit, our understanding is, for example, if we are giving three minutes of public comment, and the person needs translation, it is three minutes for their comments and three minutes from the transmitter, but if they are translating their own comments, it is a total of three minutes. >> i think that is right, click. >> madam chair, three minutes for the speaker, and then i do not time and all the translator. >> the limits on public comment, speakers have up to three minutes on an item. i know you are all familiar with this. sometimes you get less for everybody. they do not have the right to speak off topic or to discuss other meetings. they do not have the right to a response from the board or staff

members. that is absolutely discretionary. and they do not have the right to discriminate against city staff. >> can i? so the no right to speak off topic, sometimes in a meeting we have some guy talking about steve jobs, just going off, and there was another person who came up and sang a song in the past, and i am wondering -- i understand that they do not have the right to do that so to speak, but i am just curious as to how we should be handling those things in the future because i also want to encourage a sense of discipline from within this room, and i am wondering -- >> president