CHAPTER 2. Governing Body [170010. - 170026.]

Cal. Public Utilities Code - PUC 2.

in effect

Cal. Public Utilities Code - PUC § 170010. Section 170010.

(a) (1) The board of directors shall consist of nine voting members, appointed as follows: (A) The Mayor of the City of San Diego shall appoint three persons, two of whom shall be subject to confirmation by the City Council of the City of San Diego. The persons appointed pursuant to this paragraph shall be residents of the City of San Diego and not less than one shall be an elected official of the City of San Diego. For purposes of this subdivision, an “elected official of the City of San Diego” means the Mayor or a member of the City Council of the City of San Diego. (B) The Chair of the Board of Supervisors of the County of San Diego shall appoint two persons, subject to confirmation by the Board of Supervisors of the County of San Diego. The persons appointed pursuant to this paragraph shall be residents of the County of San Diego and not less than one shall be a member of the Board of Supervisors of the County of San Diego. (C) At a public meeting, the mayors of the east county cities shall appoint one person pursuant to a majority vote of the mayors of the east county cities. The person appointed pursuant to this paragraph shall be a member of a city council of one of the east county cities or another resident of one of the east county cities. (D) At a public meeting, the mayors of the north county coastal cities shall appoint one person pursuant to a majority vote of the mayors of the north county coastal cities. The person appointed pursuant to this paragraph shall be a member of a city council of one of the north county coastal cities or another resident of one of the north county coastal cities. (E) At a public meeting, the mayors of the north county inland cities shall appoint one person pursuant to a majority vote of the mayors of the north county inland cities. The person appointed pursuant to this paragraph shall be a member of a city council of one of the north county inland cities or another resident of one of the north county inland cities. (F) At a public meeting, the mayors of the south county cities shall appoint one person pursuant to a majority vote of the mayors of the south county cities. The person appointed pursuant to this paragraph shall be a member of a city council of one of the south county cities or another resident of one of the south county cities. (2) Public meetings convened pursuant to subparagraphs (C) to (F), inclusive, of paragraph (1) shall be publicly noticed by the authority and by each of the cities whose mayor is eligible to participate in the meeting. These meetings are subject to the Ralph M. Brown Act (Chapter 9 (commencing with Section 54950) of Part 1 of Division 2 of Title 5 of the Government Code) and shall be conducted by the authority clerk who shall record the minutes of the meeting. (3) The authority may issue guidance to cities concerning the appointment process. (b) The following persons shall be nonvoting, noncompensated, ex officio members of the board of directors, appointed by the Governor: (1) The District Director of the Department of Transportation for the San Diego region. (2) The Department of Finance representative on the State Lands Commission. (c) The board of directors may provide for additional nonvoting, noncompensated members of the board of directors, including representatives of the United States Navy and the United States Marine Corps, each of whom may appoint an alternate to serve in his or her place. (d) The Mayor of the City of San Diego shall appoint the chair of the authority board of directors from among the nine voting members of the board of directors.

Cal. Public Utilities Code - PUC § 170011. Section 170011.

(a) Except as provided in subdivision (b) of Section 170010 , the term of office of a member of the board of directors appointed pursuant to subdivision (a) of Section 170010 is three years. A member of the board of directors may continue to serve beyond the expiration of the term until his or her successor qualifies for appointment and takes office. Following appointment, a member of the board of directors shall take office at 12:01 a.m. on February 1 of the year in which the appointment commences. If a board appointment is made after February 1 of the year in which the member’s term is scheduled to commence, the member shall take office immediately upon appointment and, if applicable, after receiving confirmation, to serve the remainder of the term. (b) If a member of the board of directors is appointed to be a member as a result of holding another public office and that person no longer holds that other public office, then that person shall no longer serve on the board of directors and a vacancy shall exist. (c) Any vacancy in the office of a member of the board of directors shall be filled promptly pursuant to Section 1779 of the Government Code. (d) Any person appointed to fill a vacant office shall serve the balance of the unexpired term. If a member of the board of directors leaves office prior to the expiration of his or her term, the vacancy shall be filled for the balance of the unexpired term pursuant to subdivision (a) of Section 170010.

Cal. Public Utilities Code - PUC § 170012. Section 170012.

(a) At the first meeting of the board of directors on or after February 1 of each even-numbered year, the board of directors shall meet and elect its officers, except for the chair of the board of directors, who shall be appointed by the Mayor of the City of San Diego. (b) The officers of the board of directors are a chair, vice chair, and those additional officers created by the board of directors pursuant to subdivision (c). The chair shall preside over meetings of the board of directors and the vice chair shall serve during the chair’s absence or inability to serve. (c) The board of directors may create additional offices and elect members to those offices, provided that no member of the board of directors shall hold more than one office.

Cal. Public Utilities Code - PUC § 170013. Section 170013.

(a) The board of directors shall govern the authority. (b) The board of directors shall establish policies for the operation of the authority. The board of directors shall provide for the implementation of those policies which are the responsibility of the authority’s chief executive officer. (c) All members of the board of directors shall exercise their independent judgment on behalf of the interests of the residents, property owners, and the public within San Diego County as a whole in furthering the purposes and intent of this division. The members of the board of directors shall represent the interests of the public as a whole and not solely the interests of the local officials who appointed them to the board of directors. (d) The board of directors shall have a three-member executive committee. One member of the executive committee shall be a board member selected from among those members appointed by the Mayor of the City of San Diego pursuant to subparagraph (A) of paragraph (1) of subdivision (a) of Section 170010 (category 1). One member of the executive committee shall be a board member appointed by the Chair of the Board of Supervisors of the County of San Diego pursuant to subparagraph (B) of paragraph (1) of subdivision (a) of Section 170010 (category 2). One member of the executive committee shall be a board member selected from among those members appointed pursuant to subparagraphs (C) to (F), inclusive, of paragraph (1) of subdivision (a) of Section 170010 (category 3). Additionally, members of the executive committee shall be the following: (1) The chair of the authority’s board of directors pursuant to subdivision (d) of Section 170010. (2) The vice chair of the authority’s board of directors, appointed from a category different than the chair. (3) A third member of the board of directors appointed from a category that is not represented on the executive committee as a result of paragraphs (1) and (2). (4) The members of the executive committee serving pursuant to paragraphs (2) and (3) shall each be selected to serve by a vote of the members of the board of directors. (e) The board of directors shall appoint a seven-member audit committee consisting of four members of the board of directors and the three public members appointed pursuant to Section 170018.

Cal. Public Utilities Code - PUC § 170014. Section 170014.

(a) Meetings of the board of directors are subject to the provisions of the Ralph M. Brown Act (Chapter 9 (commencing with Section 54950) of Part 1 of Division 2 of Title 5 of the Government Code). (b) A majority of the total voting membership of the board of directors shall constitute a quorum for the transaction of business. (c) The board of directors shall act only by ordinance, resolution, or motion. (d) (1) Except as provided in subdivision (e), to adopt an ordinance, resolution, or motion requires both a numerical and a weighted majority vote of the total voting membership of the board of directors pursuant to paragraphs (2) and (3). (2) A numerical majority requires an affirmative vote of at least five of the voting membership of the board of directors. (3) (A) A weighted majority requires an affirmative vote of at least 51 vote points that are allocated to the voting membership of the board of directors, unless the total number of vote points is expanded beyond 100 as a result of the operation of subparagraph (E). If the total number of vote points is greater than 100 as a result of the operation of subparagraph (E), a weighted majority requires an affirmative vote of at least 50 percent plus one of the total vote points. Vote points shall be allocated pursuant to subparagraph (B). (B) There shall be a total of 100 allocated vote points for the weighted vote, except that additional vote points shall be allocated pursuant to subparagraph (E). For purposes of this paragraph, the City of San Diego, the County of San Diego, the east county cities, the north county coastal cities, the north county inland cities, and the south county cities are each a jurisdiction. The points allocated to the City of San Diego shall be divided among the three board members appointed pursuant to paragraph (1) of subdivision (a) of Section 170010. The points shall be allocated among the three board members by the Mayor of the City of San Diego, keeping the votes for each seat as close to equal as possible but in a manner that avoids fractional vote points. The vote points allocated to the County of San Diego shall be divided between the two board members appointed pursuant to paragraph (2) of subdivision (a) of Section 170010. The vote points shall be allocated among the two board members by the chair of the board of supervisors, keeping the votes for each seat as close to equal as possible but in a manner that avoids fractional vote points. Each jurisdiction shall have that number of vote points determined by the following allocation formula, except that each jurisdiction shall have at least one vote point, no jurisdiction shall have more than 40 vote points, and there shall be no fractional vote points: (i) If any jurisdiction has 40 percent or more of the total population of the San Diego County region, 40 vote points shall be allocated to that jurisdiction and the remaining vote points shall be allocated to the remaining jurisdictions pursuant to clause (ii). If no jurisdiction has 40 percent or more of the total population of the San Diego County region, vote points shall be allocated pursuant to clause (iii). (ii) The total population of the remaining jurisdictions shall be computed and the remaining 60 vote points allocated based upon the percentage of the total that each jurisdiction has, in the following manner: (I) The percentage each jurisdiction bears to the total remaining population shall be multiplied by 60 to determine fractional shares. (II) Each fraction less than one shall be rounded up to one, so that no jurisdiction has less than one vote point. (III) Disregarding any fractional vote points and adding just the whole vote points, if the total vote points is 60, fractional vote points are dropped and the whole numbers are the vote points for each jurisdiction. (IV) If, after disregarding the fractional vote points and adding just the whole vote points, the total vote points for the remaining jurisdictions is less than 60, the difference in vote points shall be allocated to jurisdictions in order of the highest fractions until a total of 60 vote points are allocated, excepting those jurisdictions whose vote was increased to one pursuant to subclause (II). (V) If, after disregarding the fractional vote points and adding just the whole vote points, the total vote points for the remaining jurisdictions is more than 60, the vote points in excess of 60 shall be eliminated by subtracting vote points from jurisdictions with the lowest percentage to the total remaining population except that no jurisdiction’s vote points shall be reduced to less than one. (iii) If no jurisdiction has 40 percent or more of the total population of the San Diego County region, the total population of the region shall be computed and all 100 vote points shall be allocated based upon the percentage each jurisdiction bears to the total population of the region, in the following manner: (I) The percentage of any jurisdiction that is less than one shall be rounded up to one, so that no jurisdiction has less than one vote point. (II) Disregarding any fractional vote points and adding just the whole vote points, if the total vote points is 100, fractional vote points shall be dropped and the whole numbers shall be the vote points for each jurisdiction. (III) If, after disregarding the fractional vote points and adding just the whole vote points, the total vote points for all jurisdictions is less than 100, the difference in vote points shall be allocated to jurisdictions in order of the highest fractions until a total of 100 vote points are allocated, excepting those jurisdictions whose vote was increased to one pursuant to subclause (I). (IV) If, after disregarding the fractional vote points and adding just the whole vote points, the total vote points for all jurisdictions is more than 100, the vote points in excess of 100 shall be eliminated by subtracting vote points from jurisdictions with the lowest percentage to the total population or the region except that no jurisdiction’s vote points shall be reduced to less than one. (C) When a weighted vote is taken on any item that requires more than a majority vote of the board, it shall also require the same supermajority percentage of the weighted vote. (D) The allocation of vote points pursuant to this subdivision shall be made annually by the board of directors based upon the population calculations made by the San Diego Association of Governments (SANDAG). (E) Any other newly incorporated city shall be added to the jurisdiction designated by SANDAG. The board member representing that jurisdiction shall receive one additional vote under the weighted vote procedure specified above until the next allocation of vote points pursuant to subparagraph (D), at which time the new jurisdiction shall receive votes in accordance with the formula specified in this paragraph. Until this next vote points allocation, the total number of weighted vote points may exceed 100. (e) Any act to submit a ballot measure to the voters at a regular or special election shall require a two-thirds majority vote, both numerically and by weighted vote, of the total voting membership of the board of directors. (f) The board of directors shall keep a record of all of its actions, including financial transactions. (g) The board of directors shall adopt rules or bylaws for its proceedings. (h) The board of directors shall adopt policies for the operation of the authority, including, but not limited to, ethical standards and practices, administrative policies, fiscal policies, personnel policies, and purchasing policies.

Cal. Public Utilities Code - PUC § 170016. Section 170016.

(a) The board of directors may adopt and enforce rules and regulations for the administration, maintenance, operation, and use of its facilities and services. (b) A person who violates a rule, regulation, or ordinance adopted by the board of directors is guilty of a misdemeanor punishable pursuant to Section 19 of the Penal Code, or an infraction under the circumstances set forth in paragraph (1) or (2) of subdivision (d) of Section 17 of the Penal Code. (c) A rule, regulation, or ordinance of the authority may be enforced in an administrative action. A civil penalty may be imposed if the administrative action results in a finding that a violation has taken place. (d) The authority may employ necessary personnel to enforce this section.

Cal. Public Utilities Code - PUC § 170017. Section 170017.

(a) The board of directors may provide, by ordinance or resolution, that each of its members may receive compensation in an amount not to exceed two hundred dollars ($200) for each day of service. A member of the board of directors shall not receive compensation for more than eight days of service a month. A member of the board of directors shall not receive compensation for being present at more than one meeting, hearing, event, or training program on each day of service. A board member shall be present for at least half of the time set for the meeting, or for the duration of the meeting, whichever is less, in order to be eligible for compensation. (b) By a two-thirds vote of the majority, the board of directors may, by ordinance or resolution, modify the amount of compensation provided pursuant to subdivision (a). (c) The board of directors, by ordinance or resolution, may provide for the chair to receive an amount, not to exceed five hundred dollars ($500) a month, in addition to all other compensation provided pursuant to this section. (d) The board of directors may provide, by ordinance or resolution, that its members may receive their actual and necessary traveling and incidental expenses incurred while on official business. Reimbursement of these expenses is subject to Article 2.3 (commencing with Section 53232) of Chapter 2 of Part 1 of Division 2 of Title 5 of the Government Code, except that the provisions of this section shall prevail over the provisions of Section 53232.1 of the Government Code to the extent of any conflict. (e) The members of the board of directors shall not receive, in compensation, any benefits permitted to be paid to members of legislative bodies pursuant to Chapter 2 (commencing with Section 53200) of Part 1 of Division 2 of Title 5 of the Government Code. This subdivision does not prohibit a member of the board of directors from electing to participate in a plan of health and welfare benefits if the costs of those benefits are paid by the board member and the authority incurs no expense other than those expenses associated with processing the application of the board member seeking the benefits. (f) A member of the board of directors may waive any or all of the payments permitted by this section. (g) For the purposes of this section, a “day of service” means any of the following: (1) A meeting of the authority conducted pursuant to the Ralph M. Brown Act (Chapter 9 (commencing with Section 54950) of Part 1 of Division 2 of Title 5 of the Government Code). (2) Representation of the authority at a public event, if the board of directors has previously approved the member’s representation at a board of directors’ meeting and the member delivers a written report to the board of directors regarding the member’s representation at the next board of directors’ meeting following the public event. (3) Representation of the authority at a public meeting or a public hearing conducted by another public agency, if the board of directors has previously approved the member’s representation at a board of directors’ meeting and the member delivers a written report to the board of directors regarding the member’s representation at the next board of directors’ meeting following the public meeting or public hearing. (4) Representation of the authority at a meeting of a public benefit nonprofit corporation on whose board the authority has membership, if the board of directors has previously approved the member’s representation at a board of directors’ meeting and the member delivers a written report to the board of directors regarding the member’s representation at the next board of directors’ meeting following the corporation’s meeting. (5) Participation in a training program on a topic that is directly related to the authority, if the board of directors has previously approved the member’s participation at a board of directors’ meeting, and the member delivers a written report to the board of directors regarding the member’s participation at the next board of directors’ meeting following the training program. (6) Representation of the authority at an official meeting, if the board of directors has previously approved the member’s representation at a meeting of the board of directors and the member delivers a written report to the board of directors regarding the member’s representation at the next meeting of the board of directors following the official meeting.

Cal. Public Utilities Code - PUC § 170018. Section 170018.

(a) The audit committee formed pursuant to subdivision (e) of Section 170013 shall be a standing committee of the board of directors. Each member of the committee shall be a voting member. The public members shall be appointed by the board of directors for staggered three-year terms. (b) The board of directors shall select the three public members from among the following categories of persons, with no more than one appointee from each category at any one time: (1) A professional with experience in the field of public finance and budgeting. (2) An architect or civil engineer licensed to practice in this state. (3) A professional with experience in the field of real estate or land economics. (4) A person with experience in managing construction of large-scale public works projects. (5) A person with public or private sector executive level decisionmaking experience. (6) A person who resides within the airport influence area of the San Diego International Airport (Lindbergh Field). (7) A person with experience in environmental justice as it pertains to land use. (c) The board of directors may appoint other persons to serve as nonvoting, noncompensated, ex officio members on the Audit Committee. (d) In appointing the public members of the Audit Committee, the board of directors shall provide for selection policies, appointment procedures, conflict-of-interest policies, length-of-term policies, and policies for providing compensation, if any. (e) The Audit Committee shall serve as a guardian of the public trust, acting independently and charged with oversight responsibilities for reviewing the authority’s internal controls, financial reporting obligations, operating efficiencies, ethical behavior, and regular attention to cashflows, capital expenditures, regulatory compliance, and operations. (f) The Audit Committee shall meet a minimum of four times per year and shall, at a minimum, do all the following: (1) Regularly review the authority’s accounting, audit, and performance monitoring processes. (2) At the time of contract renewal, recommend to the appropriate committee and the board of directors its nomination for an external auditor and the compensation of that auditor, and consider at least every three years, whether there should be a rotation of the audit firm or the lead audit partner to ensure continuing auditor independence. (3) Advise the appropriate committee and the board of directors regarding the selection of the auditor. (4) Be responsible for oversight and monitoring of internal and external audit functions, and monitoring performance of, and internal compliance with, authority policies and procedures. (5) Be responsible for overseeing the annual audit by the external auditors and any internal audits. (6) Make recommendations to the full board regarding paragraphs (1) to (5), inclusive. (g) An affirmative vote by at least five members of the Audit Committee shall be required for approval of the annual internal and external audits, including performance monitoring, the auditor’s annual audit plan for each fiscal year submitted to the board for approval, and actions recommending or approving debt financing for the authority.

Cal. Public Utilities Code - PUC § 170024. Section 170024.

(a) Upon request of the board of directors of the authority, and with the consent of any labor organization acting as the exclusive representative of employees of the authority whose rights are governed by a collective bargaining agreement, the board may enter into a contract to enroll those employees as members of the California Public Employees’ Retirement System (CalPERS) or another retirement system. (b) A contract to enroll employees in CalPERS shall be subject to the provisions of Part 3 (commencing with Section 20000) of Division 5 of Title 2 of the Government Code and, where permitted by the law governing that system, shall receive full reciprocity with public employees’ retirement systems in which they previously participated. (c) Employees transferred from any existing retirement system or pension plan to CalPERS or any other retirement system by operation of this section shall receive benefits immediately after enrollment in, or transfer to, the system that are equal to the benefits the employees would have been entitled to immediately before enrollment in, or transfer to, the system.

Cal. Public Utilities Code - PUC § 170026. Section 170026.

(a) The board of directors shall appoint the following executive employees of the authority: (1) Chief executive officer. (2) General counsel. (3) Auditor. (b) The chief executive officer shall be responsible for all of the following: (1) The implementation of the policies established by the board of directors for the operation of the authority. (2) The appointment, supervision, discipline, and dismissal of the authority’s other employees, including the deputy chief executive officer, consistent with the employee relations system established by the board of directors. (3) The supervision of the authority’s facilities and services. (4) The supervision of the authority’s finances.

Source: CA Legislative Counsel Bulk DataURL: https://downloads.leginfo.legislature.ca.gov/pubinfo_2025.zipFetched: 6/27/2026