TOLL BRIDGE AUTHORITY ‑- MEMBERSHIP ‑- QUORUM ‑- CONTROL OVER FERRY SYSTEM OPERATION.

TOLL BRIDGE AUTHORITY ‑- MEMBERSHIP ‑- QUORUM ‑- CONTROL OVER FERRY SYSTEM OPERATION.

1. The toll bridge authority is composed of the governor, state auditor, chairmen of the public service and highway commissions, and directors of public institutions and highways.

2. Three members, exclusive of the director of highways, constitute a quorum of the authority.

3. The authority, rather than the highway commission, has the responsibility for and control over the ferry system operation.

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                                                                   March 7, 1955

Honorable Jack H. Rogers
State Senator
Senate Chamber
Legislative Building
Olympia, Washington                                                                                                                Cite as:  AGO 55-57 No. 37

 Dear Sir:

             You have requested the opinion of this office on three questions, which we paraphrase:

             1. Who are the members of the toll bridge authority?

             2. How many members constitute a quorum thereof?

             3. Is control over the operation of the state ferry system vested in the authority or the highway commission?

             Our conclusions are as follows:

             1. The authority is composed of the governor, the state auditor, the chairmen of the public service and highway commissions, and the directors of public institutions and highways.

              [[Orig. Op. Page 2]]

            2. Three members, exclusive of the director of highways, constitute a quorum of the authority.

             3. The authority, rather than the highway commission, has the responsibility for and control over the operation of the ferry system.  AGO 51-53 No. 486, addressed to the highway commission on March 2, 1953, insofar as it is susceptible of interpretation to the contrary, is hereby superseded.

                                                                      ANALYSIS

             1. The membership of the toll bridge authority is specifically designated by RCW 47.56.020 (1953 Supp.), which provides in relevant part that

             "There is hereby created the Washington toll bridge authority composed of the governor, state auditor, chairman of the public service commission, chairman of the Washington state highway commission, and the director of public institutions.  The director of highways shall be an ex officio member of said authority but without a vote.  * * *"

             2. The same section also provides that

             "* * * A majority of the members of the authority shall constitute a quorum for the transaction of business."

             A quorum is the minimum number of the total membership which may transact business.  West v. Stephenson, 108 W.Va. 545, 151 S.E. 853; People v. Dale, 79 Cal.App. (2d) 370, 179 P. (2d) 870;Application of McGovern, 291 N.Y. 104, 51 N.E. (2d) 666;Slush v. Patterson, 201 Miss. 113, 29 So. (2d) 311.  Since the director of highways has no vote, only the remaining five members are empowered to take action on behalf of the authority in its meetings.  It follows that three members (exclusive of the director of highways), or a majority of those authorized to transact business, constitute a quorum.

              [[Orig. Op. Page 3]]

            3. The only source of confusion or doubt as to the statutory disposition of the power to control and operate the ferry system is the following language in RCW 47.60.140

             "The authority is empowered to operate such ferry system, including all operations, whether intrastate or international, upon any route or routes, and toll bridges as a revenue producing and self-liquidating undertaking.  The director of highways shall have full charge of the construction, rehabilitation, rebuilding, enlarging, improving, operation and maintenance of the ferry system, including toll bridges, approaches and roadways incidental thereto that may be authorized by the authority, including the collection of tolls and other charges for the services and facilities of the undertaking:  * * * (Emphasis supplied)

             The highway commission took over the duties and functions of the director of highways under RCW 43.27.100 (§ 4, chapter 247, Laws of 1951):

             "The state highway commission is hereby vested with all powers, authority, functions and duties now vested in or required to be performed by the director of highways or the state department of highways.  Full and complete jurisdiction and authority over the administration of state highways and all matters connected therewith or related thereto is hereby granted the said state highway commissionexcept only in so far as the same may have been heretofore or may be hereafter specifically granted to the director or department of licenses, the public service commission, the state commission on equipment, the Washington state patrol or its chief, the Washington toll bridge authority, or the governing bodies of cities and towns."  (Emphasis added)

              [[Orig. Op. Page 4]]

            In 1937, § 10 of chapter 173, (RCW 47.56.030) the act creating the toll bridge authority, which then had no powers regarding ferries, provided that

             "The director of highways shall have full charge of the construction of all toll bridges that may be authorized by the Washington Toll Bridge Authority, the operation and maintenance thereof and the collection of tolls thereon.  * * *"

             Since the highway department had already built bridges, it was a ready-made, existing agency for the exercise of the powers of the authority in this connection.

             In 1949, chapter 179 was enacted, granting the authority certain powers in regard to ferries.  The title of chapter 179 declares that it is

             "AN ACT authorizing the Washington Toll Bridge Authority to acquire by condemnation or otherwise and to operate a system of ferries and toll bridges incidental theretoor to contract for the operation thereof; * * *" (Emphasis ours)

             Section 1 of chapter 179 (RCW 47.60.010) provides in relevant part that

             "The Washington Toll bridge Authority * * * is hereby authorized to acquire * * * and to thereafter operate, improve and extend, a system of ferries on and crossing Puget Sound * * * to include such boats, vessels, wharves, docks, approaches, landings, franchises, licenses, and appurtenances, as shall be determined by the Authority to be necessary or desirablefor efficient operation of the ferry system * * *.  The Authority may in like manner * * * include in such ferry system such toll bridges, approaches and connecting roadways as may be deemed by the Authority advantageous in channeling traffic  [[Orig. Op. Page 5]] to points served by the ferry system.  In addition * * *the Authority is hereby empowered to enter into any contracts, agreements or leases with any person, firm or corporation * * * on such terms and conditions as it shall determine, for the operation of any ferry or ferries or system thereof, * * *.  (Emphasis added)

             That part of § 5, chapter 179, preceding the provisos therein is the same for present purposes as RCW 47.60.140, quoted above, although it was amended slightly by § 1, chapter 259, Laws of 1951.  The title of the latter chapter states that it is

             "AN ACT relating to the Washington toll bridge authority;regulating the operation of the Puget Sound ferry and toll bridge system by such authority; * * *" (Emphasis added)

             It seems clear from the provisions quoted that the toll bridge authority is the body authorized to control and direct the operation of the ferry system.

             It seems equally plain that the words "operate" and "operation" are used in RCW 47.60.140 with two different meanings.  The authority is to operate the system in the sense that it has the power to make the policies and final decisions concerning the ferry system.  The director of highways (through the commission) is given charge of the operation of the system in the sense that the highway department is an established agency for carrying out the orders of the authority, particularly as to bridges and roadways and approaches which may be a part of the "ferry system" under RCW 47.60.010,supra, as distinguished from toll bridge operations in other parts of the state.

             We hope the foregoing analysis will clarify this situation for you.

 Very truly yours,
DON EASTVOLD
Attorney General 

A. J. HUTTON, JR.
Assistant Attorney General