Section 305 Tech Sub Comm

SECTION 305 Administrative Task Force MINUTES JULY 16, 2010 11:00 AM EST CONFERENCE CALL

Rod Massman, Missouri DOT, Secretary of the S305 Committee FACILITATOR Executive Board and Chair of the Administrative Task Force Rod Massman, Ken Uznanski, Caitlin Hughes Rayman, Al Ware, Marvin Winston, Steve ATTENDEES Hewitt, David Ewing, DJ Stadtler ABSENTEES Pat Simmons, Wynne Davis, Nancy Greene, Daniel Orlaskey, Leo Penne, Shayne Gill

DECISIONS MADE On a motion by Alan Ware, seconded by Caitlin Hughes Rayman, the minutes of the June 25, 2010 Administrative Task Force conference call meeting were approved without exception. DJ Stadtler, Chair of the Finance Subcommittee, participated on the conference call to begin the interaction and collaborative effort between the two groups that will be necessary to develop an approval process for S305 Committee expenditures. Although the funding grant agreement still has not been executed, it is anticipated that it will happen very soon. DJ and the Task Force members agreed that the expenditure approval and vetting process needs to get in place quickly. It was agreed that the process must be transparent, that decisions need to be made in regards to; the level of expenditure that will need Executive Board approval and the level/type of expenditure that will need only subcommittee or task force level approvals.

It was suggested, by Caitlin Hughes Rayman, that the Task Force needs to hold a call to discuss and determine the general parameters for Executive Board sign off.

It was agreed that the task Force – with input and agreement of the Finance Subcommittee, would put together a policy for Executive Board approval at bits August 31st meeting. The two groups (Finance and Admn Task Force should agree on an overall procedure and send it on to the Executive Board for approval.

It was also agreed that a matrix indexing categories of expenditures which would assist in tracking expenditures – large or small – including those expenditures made by the Board and/or the contract owner and, in general, provide the Administrative Task Force with the ability to have oversight of the spend out rate.

It was also generally agreed that there should be more than one person or one subcommittee or task force view per invoice.

DJ agreed “a straw man makes sense” for both committees (Task force and Finance Subcommittee) to talk about; and agreed that Caitlin drafting such a straw man/matrix will be very helpful. In regards to the topic of Electronic voting by the Executive Board, Rod Massman presented a proposed by-law change which would allow for Executive Board votes to take place electronically. The proposed change would simply add the phrase “or e-mail” to the section in 4.6 of the by-laws. It would change the language from- “may vote in person, by telephone or by proxy” to “may vote in person, by telephone, e-mail, or by proxy” so as to allow members of the Executive Board to vote by e-mail if they wish to.

On a motion by Caitlin Hughes Rayman and a second by Alan Ware, the by-law amendment was approved by the Task Force, without dissent, and is to be sent to the Executive Board (by Steve Hewitt) for its consideration at the August 31, 2010 meeting.

In addition to the by-law amendment, it was agreed that a policy statement should also be drafted for approval to establish a policy with regards to electronic voting; including a policy on establishing a proxy if a member is unavailable, a timeline/deadline for closing the vote – with a policy addressing emergency votes and/or standard votes. There will also need to be a policy for posting a summary record of an electronic vote. It was agreed that Caitlin will draw up a policy for Task Force approval and Finance Subcommittee approval prior to the Executive Board meeting of August 31. Caitlin will present the draft policy to the Task Force on the next Conference call of the Task Force. (August 20, 2010)

Item #4 of the agenda concerned Corporation/Incorporation issues and the action item of compiling models for multi-state compacts. Alan Ware submitted a copy of the GA-TN-KY-In rail compact. Others who had been assigned the action to provide examples were not on the call. This item will remain on the next agenda. It was agreed that Item #5 of the agenda, concerning questions of issues to be resolved for incorporation would need to be taken up on a separate conference call devoted to this topic and that it would be necessary to have Nancy Greene on the call. Rod Massman presented a draft liability statement for consideration. The task Force agreed to Caitlin’s suggestion that she have an intern in her office look at the proposed statement and Caitlin provide input/feedback on the next conference call of the Task Force. Agenda Item #8 : Intellectual Property Issue discussion: Ken Uznanski reported that he had not yet received input from Pat Simmons in regards to the North Carolina’s experience in this area. He also reported that he does not know what the revised/agreed language is, or will be, in the final funding grant agreement. Neither DJ nor Ken had seen the final version of the agreement at this point. Others who were assigned action items for exploring this issue were unavailable for this call. Ken will check with Amtrak legal staff to see what the final resolution ion intellectual property language was. It was agreed that due to the approaching August 6th deadline for states to complete applications for the HSIPR grants, it would be prudent to postpone the next conference call of the Task Force till August 20 th and then resume the every three weeks schedule. The next Administrative Task Force Conference Call will be held August 20, 2010 at 11:00am EASTERN – same call-in number.

Action Items Update (New and Current) Caitlin Hughes Rayman to put together a draft policy for approval of all expenditures by the S305 Executive Committee – policy to include; level of expenditure to be approved by the executive Board and level of expenditures that can be approved by subcommittees and/or task forces. Caitlin to develop a matrix that will index categories of expenditures to assist in tracking. The matrix or straw man will be reviewed by the Finance subcommittee and the Administrative task force for submission to the Executive Board.

All Task Force members will review the Questions document prepared by Nancy Greene in regards to considering incorporation. Rod Massman will provide time on a future agenda for the Task Force to go through the questions document line by line. (Carry over item)

Steve Hewitt will transmit the “electronic voting” by-law amendment, as approved by the Task Force, to the Executive Board for consideration at the next meeting of the Board – August 31, 2010. Caitlin will prepare a draft policy in regards to electronic voting – with procedures addressing emergency and standard voting and timelines for closing the vote etc. This draft will be presented to the Task Force on its next conference call. Leo Penne will query the states to provide contact information for their “passenger rail” program lawyer(s) so as to begin to develop a sense of the legal pool that exists. (carry over item) Concerning Corporation/incorporation issues – state compact example has been provided by Alan Ware – members should review the document. Others who have committed to research this item were unavailable for this call – it remains an agenda item. (carry over item) Caitlin Hughes Rayman to have an intern from MDOT review and provide input/feedback on the draft liability statement presented to the Task Force by Rod Massman. Input to be presented by Caitlin on the next task force call. In regards to Intellectual Property issues, Ken Uznanski to check with Amtrak legal to find out what language was finally agreed upon in the funding grant agreement. Next Meeting/Conference Call: August 20, 2010 – 11:00am EASTERN

Call in number: 800 930-8721 or 630 693-3296 Pass Code: 9379517#

ATTACHEMENTS

SECTION 305 ADMINISTRATIVE TASK FORCE Conference Call July 16, 2010 10:00 a.m. Central Time Call-in Number: 800-930-8721 or 630-693-3296 Pass Code – 9379517#

1. Approval of prior minutes

2. Review of action items—Steve Hewitt

3. Interaction with Finance Committee/ open discussion of approval process for procurement of consultants

4. Corporation/Incorporation Issues

A) Compilation of models for multi-state compacts, so far have contribution from Al Ware of GA- TN-KY-IN rail compact-open discussion, would like to have more………..

5. Questions on issues to be resolved for incorporation (this was the attachment from Nancy Greene for the last meeting)—set date for discussion to be held at a later date.

6. Liability statement for Executive Board for Sec. 305 Committee—(attachment)

7. One Bylaw change—allow Exec Board to vote by email (attachment)

8. Intellectual property issue discussion— development of policy of Board in “owning” intellectual property---also possible interest of federal govt. in procuring rights to intellectual property developed through use of federal funding—

9. Ongoing item: Open Records Policy review – Meeting Minutes and other Records Availability, continuing issues. 10. Other issues/questions?

DRAFT Proposal – presented to TF – July 16, 2010 – To be reviewed by MDOT intern and reported back to Task force on the August 20 Conference Call

SECTION 305 EXECUTIVE BOARD POLICY FOR INDEMNIFICATION OF THE OFFICERS AND PERSONS RESPONSIBLE FOR TAKING ACTION UNDER AUTHORITY OF THE COMMITTEE

Indemnification. Each member of the Executive Board in their capacity as an Executive Board member, officer or both, or in their capacity as a Subcommittee/ Task Force member or both, shall be indemnified by the Section 305 Committee against all expenses and liabilities, including attorney fees, reasonably incurred by or imposed upon him in connection with any proceeding in which he may become involved by reason of their being or having been a member and/or officer of the Executive Board, or any settlement of any such proceeding, whether or not he is an Executive Board member, officer or both at the time such expenses are incurred, except in such cases wherein such Executive Board member and/or officer is adjudged guilty of willful misconduct or gross negligence in the performance of their duties or any other standard imposed by the Act; provided that, in the event of a settlement, this indemnification shall apply only if and when the Executive Board (with the affected member abstaining if he is then an Executive Board member) approves such settlement and reimbursement as being in the best interests of the 305 Committee.

PROPOSED BY-LAW CHANGE: Approved by the Administrative Task Force – July 16, 2010

1. In 4.6, voting, change “may vote in person, by telephone or by proxy” to “may vote in person, by telephone or e-mail, or by proxy.” to allow the members of the Executive Board to vote by e-mail if they wish.