Tollway Panel in Brouhaha Over Meetings

IRVINE — Accusing her agency of “not acting legally or appropriately” in its planned discussions about a $1.2-billion bond refunding, a director of the county’s newest toll-road authority has asked her colleagues to rethink how they do business.

Irvine Mayor Christina L. Shea, a board member of the San Joaquin Hills Transportation Corridor Agency, made the plea in a letter to fellow board members, after the agency’s vice president for finance told her that “maybe you need to resign from this organization if you cannot work the way we work,” she said.

The dispute began at a May 8 meeting, where Shea and fellow board member Todd Spitzer reportedly stopped the board from going into closed session to discuss the refinancing. They also resisted efforts by senior staff officials to require the 12 board members to sign a “confidentiality certificate,” which would bar them from talking to anyone about the refinancing.

The board members, at Spitzer’s urging, then voted to ask their attorney to explain in writing the need and legal authority for the closed sessions and the confidentiality agreement. California has an open-meetings law designed to prevent public bodies from holding secret sessions, with specific exceptions.

Agency Counsel Robert Thornton last week sent each board member an opinion justifying the closed meetings and the confidentiality agreements. He has said secrecy is necessary because premature disclosure of the bond refinancing plans could run afoul federal security law.

But Shea and Spitzer, who is an attorney and an Orange County supervisor, took issue with that opinion Wednesday.

“I have great reservations about the legal exception that our counsel is relying on to recommend closed session discussions of any refinancing proposal,” Spitzer said. “There is no attorney general or case law opinion to support our legal counsel’s opinion, and that disturbs me. I side with Christina, and I am not convinced this is an appropriate closed session item.”

Shea said she was uncomfortable with the attitude of the senior staff.

“The atmosphere was very disturbing, and I was continually being told it had to be done this way,” she said.

One session with agency Vice President Wally Kreutzen to discuss the way the agency functions was particularly memorable, said Shea, who joined the board in February.

Accompanied by Irvine City Attorney Joel Kuperberg, she went to see Kreutzen to explain why she felt the closed sessions were illegal and to suggest that the confidentiality agreement made it impossible for her to get outside advice on complex financial arrangements, something she considered critical in light of the county’s bankruptcy several years ago.

“I was told I could not do that,” she said. What disturbed her more was what she heard next, she said.

“[Kreutzen] said, ‘Maybe you need to resign from this organization if you cannot work the way we work,’ ” she said. “Right then, I knew there was a problem. I completely disagree with them. I believe the more disclosure you have, the better off you are.”

Agency spokesman Paul Glaab said he could not comment on the meeting because he was not present, but noted the board controls the agency and how it is run.

“There is a difference of opinion with regard to closed session and the confidentiality agreement between some board members [and the staff],” he said. “The board is certainly at liberty to conduct the business of the agency with latitude and discretion.”

Spitzer, who met with staff at the agency in the past week, predicted that the way the board does business would change.

“I am confident there won’t by any more closed sessions on this and no more confidentiality agreements,” he said.