[I. Call to Order ]
[00:00:04]
UM, WE ARE JOINING, UH, WE ARE JOINING TOGETHER TODAY FOR A SPECIAL CALLED MEETING OF THE CAP METRO BOARD OF DIRECTORS.
SOUND LIKE WE'RE HAVING A WEDDING.
UM, WELL, YOU KNOW, WE, WE ARE SHARING FELLOWSHIP.
DON'T HAVE TO BE, WED TO HAVE FELLOWSHIP ON VALENTINE'S DAY.
UH, LET ME FIRST, UH, SAY HAPPY VALENTINE'S DAY TO EVERYONE.
UH, I HOPE THAT YOU'RE HAVING A WONDERFUL DAY AND WE'RE GONNA TRY NOT TO KEEP YOU FOUR HOURS, UH, SO THAT YOU CAN ACTUALLY ENJOY IT THIS AFTERNOON.
OKAY? SO, UH, THERE'S A QUORUM PRESENT.
I'LL CALL THIS MEETING TO ORDER.
UH, MS. ROSS IS JOINING US REMOTELY.
TODAY IS WEDNESDAY, FEBRUARY 14TH, AND THE TIME IS 1211.
SO WE CALL TO ORDER AND WE WILL GO INTO PUBLIC COMMENT.
I UNDERSTAND THAT WE HAVE ONE SPEAKER SIGNED UP AND, UH, SHE'LL BE JOINING US REMOTELY AS WELL.
MS. ZIA, JOSEPH, MS. JOSEPH, ARE YOU WITH US, MR. CHAIR? I DON'T SEE MS. JOSEPH ON THE LINE WITH US.
SEEING THAT SHE'S NOT HERE, IS THERE ANYONE ELSE IN THE AUDIENCE THAT WOULD LIKE TO ADDRESS, UH, THE BOARD? ANYONE ELSE WHO WOULD LIKE TO ADDRESS THE BOARD? ANYONE ELSE WHO WOULD LIKE TO ADDRESS THE BOARD? HEARING NONE, UH, WE WILL
[Items IV.1 - IV.3 (Part 1 of 2) ]
GO INTO OUR ACTION ITEMS FIRST.I'LL SAY THAT, UH, WE, UH, IF NEEDED, WE'RE GOING TO GO INTO EXECUTIVE SESSION, AND IF WE GO INTO EXECUTIVE SESSION, IT WILL BE UNDER GOVERNMENT CODE, TEXAS GOVERNMENT CODE CHAPTER 5 5 1, SECTION 5 5 1 0.071 FOR CONSULTATION WITH OUR ATTORNEY REGARDING LEGAL ISSUES RELATED TO THE PROPOSED AMENDMENTS TO THE DOCUMENTS DESCRIBED IN ACTION ITEMS ONE THROUGH THREE.
SO WE'RE NOT GONNA DO THIS AT THIS POINT.
WE'LL HAVE MR. BOWMAN LAY OUT ITEMS ONE THROUGH THREE FOR US, AND THEN IF WE HAVE ANY UNREADINESS OR NEED TO HAVE A DISCUSSION, UH, WE CAN GO BACK INTO EXECUTIVE SESSION AND DO SO.
UM, MR. BOWMAN, DO I NEED TO READ THESE INTO THE RECORD OR ARE YOU GONNA READ THESE INTO THE RECORD FOR US? UH, IF YOU WOULD READ THEM IN OKAY.
UH, ACTION ITEM ONE WILL BE THE APPROVAL OF A RESOLUTION AUTHORIZING THE PRESIDENT AND CEO OR HER DESIGNEE TO FINALIZE AND EXECUTE AN AMENDMENT TO THE JOINT POWERS AGREEMENT JPA BETWEEN THE CITY OF AUSTIN, CAP METRO AND THE AUSTIN TRANSIT PARTNERSHIP.
REGARDING PROJECT CONNECT TO CLARIFY THE TERMS OF FUNDING, REPLACE EXHIBIT D TO THE J-P-A-J-P-A AND OTHER RELATED CHANGES.
ITEM NUMBER TWO IS THE APPROVAL OF A RESOLUTION APPROVING ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF A TP TO IMPROVE A TP BOARD OPERATIONS AND GOVERNMENTS AND GOVERNANCE, INCLUDING STAGGERING THE A TP BOARD TERMS, CLARIFYING ATP'S PURPOSE AND POWERS AND OTHER RELATED CHANGES.
AND THE THIRD ITEM WILL BE APPROVAL OF A RESOLUTION APPROVING THE AMENDED AND RESTATED BYLAWS OF A TP TO CON, UH, CONFORM TO CHANGES IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION AND REVISE THE PROCEDURES FOR AMENDING THE BYLAWS.
UM, MR. BOWMAN, IF YOU WOULD LAY THOSE ITEMS. OKAY.
SO, UM, IF, IF WHAT WE CAN DO IS GO BACK INTO, UH, GO BACK AND ALLOW, UH, MS. JOSEPH TO SPEAK, AND THEN WHEN WE, WHEN WE COME BACK, WE CAN GO INTO OUR ACTION ITEMS. SO,
[II. Public Comment ]
UH, MS. JOSEPH, IF YOU ARE AVAILABLE.ALL RIGHT, THANK YOU MR. CHAIR MEMBERS.
I'M ENOVIA JOSEPH, MY COMMENTS ARE SPECIFICALLY RELATED TO ARTICLE 13 TAX MATTERS.
ACTUALLY, I AM A LITTLE UNCLEAR AS TO WHY YOU'RE STRIKING THAT LANGUAGE AS RELATES TO DISSOLUTION.
I JUST WANNA CALL TO YOUR ATTENTION.
THE LANGUAGE THAT SPECIFIES IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5 0 1 C3 OF THE INTERNAL REVENUE CODE OF 1986, REGARDLESS OF ANY OTHER PROVISION OF THESE ARTICLES, OF INCORPORATION, ARE THE LAWS OF THE STATE OF TEXAS, THE CORPORATION.
THE EXCERPT THAT I'LL READ IS, SHALL NOT DIRECT ANY OF ITS ACTIVITIES TO ATTEMPTING TO INFLUENCE LEGISLATION BY PROPAGANDA OR OTHERWISE.
SO MY CONCERN IS SPECIFICALLY, UM, IT IS NOT A SECRET VICE CHAIR OF A TP MAYOR WATSON ACTUALLY LOBBIED AND SO DID, UH, MR. CANAL, THE EXECUTIVE DIRECTOR TO KILL THE
[00:05:01]
BILL IN THE LEGISLATURE.UM, AND SO, UH, THE, UH, UH, IT IS A BIT DIFFICULT BECAUSE, UM, YOU ARE NOT COMPLYING WITH ARTICLE 13, BUT YET YOU ARE AMENDING IT TODAY.
AND I WOULD JUST, UH, CALL TO YOUR ATTENTION THAT, UH, THE GENERAL COUNSEL, BRANDON CARR, ACTUALLY BRIEFED THE PROJECT CONNECT COMMUNITY ADVISORY COMMITTEE AND HE ACTUALLY ADMITTED THAT, UH, A TP HAS A LOBBYIST, WHICH AGAIN, IS DIRECTLY CONTRAVENING THE LANGUAGE THAT'S IN ARTICLE 13.
SO I WOULD JUST ASK YOU TO RECOGNIZE THAT UNLESS YOU PLAN TO COMPLY WITH 5 0 1 C3, THAT IT WOULD BE APPROPRIATE FOR THE INTERNAL REVENUE CODE TO REVOKE ATTS TAX EXEMPT STATUS.
UM, I KNOW THAT YOU'LL GET INTO THE JOINT POWERS AGREEMENT.
I WOULD JUST CALL TO YOUR ATTENTION AS IT RELATES TO AFRICAN AMERICANS IN PARTICULAR, THERE'S BIPOC LANGUAGE.
I DON'T LIKE BLACK, INDIGENOUS PEOPLE OF COLOR, BUT THAT'S THE LANGUAGE THAT'S FUSED.
AND IT IS REALLY JUST PRIORITIZING THE BIPOC POPULATION FOR OUTREACH.
IT IS NOT NECESSARILY TO FOCUS ON PROVIDING THE SERVICE.
AND I JUST WANT TO REMIND YOU THAT AFRICAN AMERICANS, AS YOU'RE AWARE, WAIT 60 MINUTES FOR THE BUS THAT'S 10 TIMES LONGER THAN SOUTHWEST CENTRAL WHITES AND DOES SPRING HISPANICS.
AND THAT IS THE SYSTEM THAT UNDERGIRDS THE LIGHT RAIL SYSTEM.
SO IT DOES NOT COMPLY WITH TITLE SIX OF THE CIVIL RIGHTS ACT, WHICH PROHIBITS DISCRIMINATION BASED ON RACE, COLOR, AND NATIONAL ORIGIN.
AND I WOULD JUST ASK YOU TO RECOGNIZE THOSE, UM, DISCREPANCIES AND THE DISPARATE IMPACT ON AFRICAN AMERICANS IN PARTICULAR, AND TO MAKE AN EQUITABLE SYSTEM AS OPPOSED TO SIMPLY AMENDING THE BYLAWS AND THE ARTICLES OF INCORPORATION.
IF YOU HAVE ANY QUESTIONS, I'LL GO GLADLY ANSWER THEM AT THIS TIME AND APPRECIATE YOU ALLOWING ME TO MAKE MY COMMENTS.
THANK YOU FOR MAKING YOUR COMMENTS.
ARE THERE ANY QUESTIONS, BOARD MEMBERS? ANY QUESTIONS? SEEING NONE, THANK YOU VERY MUCH.
IS THERE ANYONE ELSE IN THE, UH, BOARDROOM THAT WOULD LIKE TO ADDRESS THE BOARD? ANYONE ELSE IN THE BOARDROOM? OKAY.
SEEING NO ONE ELSE, UH, SHALL WE MOVE
[Items IV.1 - IV.3 (Part 2 of 2) ]
TO THE ACTION ITEMS ONE THROUGH THREE? MR. BOWMAN, PLEASE PROCEED.UH, GOOD AFTERNOON, UH, CHAIR PAVILION, BOARD MEMBERS PRESIDENT, AND CEO WATKINS.
UH, MY NAME IS BRAD BOWMAN, CHIEF COUNSEL, AND I'M HERE TO PRESENT THE THREE, UH, ACTION ITEMS TO YOU TODAY.
AND I'LL DIRECT MY COMMENTS TO ALL THREE ITEMS. THEY, THERE ARE SOME, UH, THEY, THEY ARE INTERRELATED.
UH, AND THEN WE'LL TURN IT OVER TO MR. UH, CHAIRMAN TO, UH, UH, CONSIDER, UH, EACH ONE OF THESE, UH, FOR, FOR BOARD APPROVAL.
UM, SO WHAT'S BEFORE YOU TODAY ARE PROPOSED CHANGES TO FOUNDATIONAL DOCUMENTS RELATED TO PROJECT CONNECT.
UH, THEY ARE AN AMENDMENT TO THE JOINT POWERS AGREEMENT BETWEEN CAP METRO, THE CITY OF AUSTIN AND AUSTIN TRANSIT PARTNERSHIP, WHICH SETS OUT, UH, DUTIES, RESPONSIBILITIES, UH, OF THE RESPECTIVE PARTIES IN PROJECT CONNECT CHANGES TO THE, UH, ARTICLES OF INCORPORATION, UH, OF A TP AND AMENDMENTS TO THE BYLAWS OF A TP.
AND I'LL SAY THAT WE WORK CLOSELY WITH OUR PARTNERS IN PROJECT CONNECT AT THE CITY AND A TP, UH, ON THESE CHANGES.
AND IT'S ANTICIPATED THAT ALL THREE BODIES WILL BE CONSIDERING THESE SAME CHANGES THIS WEEK.
UM, OF COURSE THIS BOARD MEETS TODAY, THE CITY COUNCIL, UH, IS EXPECTED TO MEET, UH, TOMORROW TO CONSIDER THESE CHANGES.
AND THEN THE A TP BOARD, UH, MEETS ON FRIDAY.
SO LET ME BRIEFLY SUMMARIZE THE, UH, THE CHANGES AND THEN IT'LL TAKE ANY QUESTIONS, UH, THAT YOU HAVE.
SO THE FIRST, UH, DOCUMENT THAT'S FOR YOUR CONSIDERATION IS A, A FIRST AMENDMENT TO THE JOINT POWERS AGREEMENT AND THE PRIMARY CHANGES HERE.
UH, THIS INCORPORATES A NEW FUNDING AGREEMENT INTO THE JPA, UH, AS WE CALL IT.
UH, THIS FUNDING AGREEMENT IS BETWEEN THE CITY OF AUSTIN AND A TP.
AND, UH, PERTAINS TO THE, THE TRANSFER OF, UH, PROPOSITION A TAX FUNDS FROM THE CITY, UH, TO A TP CAP.
METRO IS NOT A PARTY TO THAT AGREEMENT.
AGAIN, THAT AGREEMENT'S BETWEEN THE CITY AND A TP, BUT IT IS AN ATTACHMENT TO THE JPA.
AND SO YOUR ACTION TODAY, IF YOU APPROVE THIS, UH, WOULD BE INCORPORATING THAT NEW AGREEMENT BETWEEN THE CITY AND A TP IN, INTO THE JPA AND RECOGNIZING THAT AS THE CURRENT FUNDING AGREEMENT, UH, THESE CHANGES ESTABLISH AN ORDER OF PRECEDENCE IN THE, IN THE JPA AMONG THE VARIOUS DOCUMENTS.
UH, AND INCLUDING THAT IF THERE'S ANY CONFLICT BETWEEN THE TERMS OF THE FUNDING AGREEMENT AND OTHER PROVISIONS OF THE JPA, THEN THE FUNDING AGREEMENT WOULD CONTROL.
UH, AND I WOULD JUST NOTE THAT THAT PROVISION PERTAINS TO THIS CURRENT VERSION OF THE, UH, FUNDING AGREEMENT THAT
[00:10:01]
ALL THREE PARTIES ARE INCORPORATING INTO THE JPA.UH, THERE'S A CHANGE THAT MAKES CLEAR THAT ALL FUNDING COMMITMENTS UNDER THE AGREEMENT ARE SUBJECT TO ANNUAL APPROPRIATION.
AND I WILL STOP THERE AND SEE IF THERE ARE ANY QUESTIONS RELATED TO THAT PARTICULAR DOCUMENT BEFORE I MOVE ON.
AND I JUST WANTED TO CONFIRM THAT THE ANNUAL APPROPRIATION HAS BEEN, IN FACT, HAPPENING BETWEEN THE CITY OF AUSTIN AND A TP AND THIS CLARIFIES AND, AND RESTATES WHAT, UM, IS ACTUALLY TAKING PLACE.
ALRIGHT, JUST WANTED TO EMPHASIZE THAT SO EVERYBODY UNDERSTOOD THAT THAT'S NOT ACTUALLY A CHANGE, BUT IT DOES FORMALIZE AND AND CLARIFY.
UM, ANY FURTHER QUESTIONS ON ITEM NUMBER ONE? IF NOT, WE WILL MOVE TO ITEM NUMBER TWO.
UH, THIS ITEM NUMBER TWO IS, UM, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF A TP.
UH, THAT IS JUST THE PROCEDURE FOR CHANGING THE ARTICLES.
SO IT'S ESSENTIALLY CHANGES TO ATP'S, UH, ARTICLES OF INCORPORATION.
AND WE HAVE SOME, UH, LATE BREAKING, UH, DOCUMENTS FOR YOU THAT HAVE BEEN HANDED OUT TO YOU.
UH, SOME, SOME TWEAKS AND CHANGES TO THE ARTICLES OF AMENDMENT THAT ARE TECHNICAL IN NATURE.
SO THERE, THERE ARE NO SUBSTANTIVE, SUBSTANTIVE CHANGES FROM WHAT HAS BEEN PUBLISHED, UH, UH, POSTED, UH, PUBLICLY, BUT THOSE ARE THERE, THERE FOR YOU.
I THOUGHT I WAS LOOKING AT THE SUPER BOWL AGAIN LATE BREAKING NEWS.
SO WE'VE, WE'VE, UH, SO WE'VE GOTTEN THESE ITEMS AND, UH, HAVE HAD AND HAVE HAD A CHANCE TO REVIEW 'EM.
UM, ARE THERE ANY, ANY, ANY FURTHER PRESENTATION ON ITEM TWO? YES, SIR.
I WAS GONNA RUN DOWN JUST A FEW POINTS HERE.
UH, JUST TO HIT SOME HIGHLIGHTS OF THE CHANGES TO THE ARTICLES.
UH, THIS REMOVES A REFERENCE TO DIRECTED DISSOLUTION OF A TP, UH, UH, HOWEVER, IT DOES, UH, RETAIN AUTHORITY OF OF CAP METRO AND THE CITY, UH, TO AMEND THE ARTICLES OF INCORPORATION OVER A NUMBER OF, UH, UH, ASPECTS OF A TP, INCLUDING THE STRUCTURE, ORGANIZATION, DURATION, UH, ET CETERA, SUBJECT TO ANY LIMITATIONS ON THE IMPAIRMENT OF CONTRACTS.
UH, INCORPORATES THE AUSTIN LIGHT RAIL IMPLEMENTATION PLAN INTO ATP'S PURPOSES.
CLARIFIES, UH, BONDING AUTHORITY IMPLEMENTS STAGGERED TERMS FOR, UH, ATP'S COMMUNITY EXPERT BOARD MEMBERS, REMOVES SOME UNNECESSARY LANGUAGE RELATED TO PRIVATE FOUNDATIONS, UM, AND THEN AUTHORIZES THE A TP BOARD TO CREATE, UH, ITS OWN COMMITTEES.
IN CASE THERE ARE ANY, ANY QUESTIONS ABOUT ANY OF THOSE CHANGES, ANY QUESTIONS ABOUT ITEM NUMBER TWO, I'LL JUST ADD FROM A PROCESS STANDPOINT, UM, FOR THE PUBLIC TO UNDERSTAND THE, UM, TECHNICAL CHANGES THAT WERE HANDED TO YOU TODAY WILL BE PO POSTED AND UPDATED IN OUR ONLINE PACKET IF ANYONE WANTS TO GET INTO THOSE DETAILS.
UH, SHE KNOWS ME SO WELL FROM A PROCESS STANDPOINT.
ALRIGHT, UM, ANY, ANY FURTHER DISCUSSION? OKAY.
LET'S, LET'S, UH, TACKLE ITEM NUMBER THREE AND, UH, THANK YOU.
ITEM NUMBER THREE ARE AMENDED AND RESTATED BYLAWS OF A TP.
AND, UH, THIS IS A DOCUMENT THAT GOVERNS THE, GOVERNS THE ADMINISTRATION OF A TP AS A NONPROFIT CORPORATION.
UH, IT AUTHORIZES THE A TP BOARD TO AMEND ITS BYLAWS.
UH, AND AFTER GIVING NOTICE TO THE CITY COUNCIL AND TO CAP METRO OF ANY PROPOSED CHANGES TO THE BYLAWS, UH, CLARIFIES THAT THE PURPOSES OF A TP ARE ESTABLISHED IN THE ARTICLES OF INCORPORATION AND IT REMOVES, UH, SOME LANGUAGE THAT DUPLICATES LANGUAGE AS ALSO IN THE, IN THE ARTICLE.
SO THERE'S A, A NUMBER, UH, A NUMBER OF PROVISIONS THAT ARE STRICKEN THROUGH FOR THAT REASON.
UH, AND WITH THAT, UH, I WILL TURN IT OVER TO YOU, MR. CHAIRMAN, FOR ANY QUESTIONS THAT ANY ADDITIONAL I CAN ANSWER ANY ADDITIONAL QUESTIONS, BOARD MEMBERS.
SO NOW THIS IS THE OPPORTUNITY THAT WE HAVE IF WE WANT, UH, TO KNOW FURTHER DETAIL, UH, TO GO INTO EXECUTIVE SESSION.
BUT IF WE ARE CLEAR ON THE CHANGES THAT HAVE BEEN MADE AND ARE IN AGREEMENT WITH THE CHANGES THAT, THAT, UH, HAVE BEEN MADE, UH, THEN INSTEAD OF GOING TO EXECUTIVE SESSION, I WILL ENTERTAIN A MOTION, UH, TO APPROVE ITEM NUMBER ONE, UM, VICE CHAIR.
SO THAT MOTION IS MADE BY OUR VICE CHAIR AND SECONDED.
UH, IS THERE ANY FURTHER DISCUSSION? IT'S BEEN MOVED AND PROPERLY SECONDED THAT WE APPROVE, UH, ACTION ITEM NUMBER
[00:15:01]
ONE.UH, ANY FURTHER DISCUSSION? FURTHER DISCUSSION, FURTHER DISCUSSION.
HEARING NONE ALL LET IT BE KNOWN THAT THEY'RE IN FAVOR BY SAYING AYE.
HEARING NONE, THE CHAIR WILL MAKE IT UNANIMOUS BECAUSE, UH, BECAUSE I HEARD FROM, UH, FROM BOARD MEMBER ROSS, AND AYE, IF I'M NOT MISTAKEN.
SO, UH, THE, THE, UH, THE CHAIR WILL, UH, WILL RECOGNIZE A MOTION, UH, TO APPROVE ITEM NUMBER TWO.
IT'S BEEN MOVED AND PROPERLY SECONDED THAT WE APPROVE.
UH, IS THERE ANY FURTHER DISCUSSION? ANY FURTHER DISCUSSION? ANY FURTHER DISCUSSION? HEARING NONE.
UH, ALL IN FAVOR? LET IT BE KNOWN BY SAYING AYE.
THE BOARD CHAIR MAKES IT UNANIMOUS.
UH, NOW, UH, WE MOVE TO ITEM NUMBER THREE.
UH, CHAIR WILL ENTERTAIN A MOTION TO APPROVE ACTION ITEM NUMBER THREE.
IS THERE ANY FURTHER DISCUSSION? ANY FURTHER DISCUSSION? ANY FURTHER DISCUSSION? HEARING NONE ALL, UH, IN FAVOR, LET IT BE KNOWN BY SAYING AYE.
UH, HEARING NO OPPOSITION AND SEEING OUR BOARD MEMBER ROSS, UH, RAISE THEIR HAND TO SAY, AYE, UH, THE CHAIR WILL MAKE IT UNANIMOUS.
UH, NOW, WELL, THANK YOU BOARD MEMBERS.
UH, IT LOOKS LIKE THERE'S NOTHING ELSE THAT WE HAVE TODAY, UNLESS THERE'S ANYTHING ELSE THAT WE NEED FURTHER.
IF WE COULD, FOR THE SAKE OF THE RECORD, ASK BOARD MEMBER ROSS TO CONFIRM AUDIBLY THAT HER VOTES ON NUMBER TWO AND THREE WERE INDEED AND I.
THEY WERE BOTH AND I THANK YOU.
SO, SO EVERY BOARD CHAIR NEEDS A STRONG CEO
UH, SO I JUST WANT TO THANK EVERYBODY FOR THEIR TIME TODAY, UH, DURING A HOLIDAY.
AND I HOPE THAT YOU'RE SPENDING YOUR DAY WITH SOMEONE THAT YOU LOVE.
UH, THE BOARD MEETING HAS NOW BEEN ADJOURNED AT 1228.