With the loss of two of its members, the Moraga Orinda Fire District (MOFD) Board of Directors needed to find out how, or if, it could run as a three member board. At the meeting held March 7, Fire Chief Randy Bradley, and MOFD legal counsel, David Warner, discussed the new operating procedures and legal requirements the remaining members must abide by.
Warner, of the law firm Myers-Nave, said that with the remaining three members, the Board now acts as a five-member Board with two vacancies. According to the Brown Act, if Board seats are vacant, a majority of the remaining members constitutes a quorum. In this case, as there are three MOFD Board Members, a majority would be two or more.
However the MOFD Board is also governed by rules that apply specifically to Special Districts. The conflicting issue comes when the three members of the board meet and one votes against an action. According to rules that apply to Special Districts, because the MOFD Board is officially five seats, it would still take three yes votes to create a majority and approve any action. As well, under these rules, if only two Board members were able to attend the regularly scheduled Board meeting, they would only be able to advise Staff, not approve any motions.
Other issues that came up included ad hoc committees and member contact outside the meeting room. The MOFD Board has several standing committees, including Finance, Facilities and Human Resources, which meet to advise Fire Chief Randy Bradley, and traditionally consist of two members of the Board. However, as two members of the board meeting are now considered a quorum, the meeting options for ad hoc committees now are to simply disband, or to set an official agenda for any meeting that would include two or more Board members. The Board opted to keep the ad hoc committees and offer notifications and agendas. Warner added that Board members must be aware that meeting outside the Boardroom, even casually, might also have the appearance of a quorum.
Board President Fred Weil noted that if one Board vacancy is filled, then the majority moves to three and the ad hoc committees could function as they previously had. However until then, he said, the current Board members should try to keep their schedule as open as possible to at least ensure a three member Board meeting.
Warner, of the law firm Myers-Nave, said that with the remaining three members, the Board now acts as a five-member Board with two vacancies. According to the Brown Act, if Board seats are vacant, a majority of the remaining members constitutes a quorum. In this case, as there are three MOFD Board Members, a majority would be two or more.
However the MOFD Board is also governed by rules that apply specifically to Special Districts. The conflicting issue comes when the three members of the board meet and one votes against an action. According to rules that apply to Special Districts, because the MOFD Board is officially five seats, it would still take three yes votes to create a majority and approve any action. As well, under these rules, if only two Board members were able to attend the regularly scheduled Board meeting, they would only be able to advise Staff, not approve any motions.
Other issues that came up included ad hoc committees and member contact outside the meeting room. The MOFD Board has several standing committees, including Finance, Facilities and Human Resources, which meet to advise Fire Chief Randy Bradley, and traditionally consist of two members of the Board. However, as two members of the board meeting are now considered a quorum, the meeting options for ad hoc committees now are to simply disband, or to set an official agenda for any meeting that would include two or more Board members. The Board opted to keep the ad hoc committees and offer notifications and agendas. Warner added that Board members must be aware that meeting outside the Boardroom, even casually, might also have the appearance of a quorum.
Board President Fred Weil noted that if one Board vacancy is filled, then the majority moves to three and the ad hoc committees could function as they previously had. However until then, he said, the current Board members should try to keep their schedule as open as possible to at least ensure a three member Board meeting.
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Lamorinda Weekly, Moraga CA