(a) Appointment and Confirmation of Board of Directors. Except as otherwise provided in the resolution creating an urban district corporation, the board of directors of the corporation has 11 members. Members are appointed by the County Executive and confirmed by the County Council. The County Executive must appoint the members of the board of directors so that:
(1) an ex-officio, nonvoting member is the County Executive or the Executive's designee;
(2) 2 members are persons nominated by the chamber of commerce of that urban district;
(3) 3 members are, or represent, owners of an optional method development;
(4) one member is an owner, partner, proprietor, or corporate officer of a small business;
(5) one member lives in the urban district;
(6) one member lives in a residential community outside of, but in close proximity to, the urban district, who must be appointed by the County Executive from among three candidates nominated by the County Council;
(7) one member lives in a residential community within the planning area in which the urban district is located and is nominated by the citizens advisory board serving that area after the board has solicited interest from the public and interviewed potential nominees; and
(8) one member is a resident member of the citizen advisory board who is nominated by the board, or if no member of the board is able to serve, a resident of the planning area in which the urban district is located who is nominated by the citizens advisory board.
(b) Rejection of nominations to board of directors. The County Executive may reject any person nominated to serve on the board of directors and request additional nominations from the body that nominated the person.
(c) Term; Removal.
(1) Each member of the board of directors serves for a period of 3 years. However, when the board of directors is first formed, any member of the district's Urban District Advisory Committee who consents to do so serves as a member of the board for the remainder of that person's term.
(2) The County Executive may reappoint a member to the board of directors for one additional term, but a member must not serve more than 2 consecutive terms on the board.
(3) The County Executive may remove a member of the board of directors for malfeasance, misfeasance, or nonfeasance or other reason specified in the bylaws for the corporation.
(d) Duties. The board of directors directs all aspects of the program, management, and finances of the corporation.
(e) Compensation; Relation to County retirement system.
(1) A member of the board of directors serves without compensation.
(2) A member of the board of directors is not eligible to receive benefits under the County retirement system for service rendered as a board member.
(f) Procedures, attendance, and ethics.
(1) The board of directors may establish its own rules of procedure. These rules may be included in the bylaws of the corporation. The board may adopt a rule that allows for removal of a member by the County Executive, upon recommendation of the board, because of failure to attend meetings or other reasons.
(2) A member of the board of directors is not subject to Chapter 19A (Ethics) but must comply with all bylaws pertaining to ethical conduct by the board of directors approved by the County Council and County Executive under subsection (g).
(g) Bylaws.
(1) At the organization meeting of the board of directors required under Section 2- 109 of the Corporations and Associations Article of the Maryland Code, the board must adopt the bylaws approved by the County Council and Executive under Section 68A-9. Any later amendment to the bylaws must be submitted to the County Council and County Executive for approval at least 60 days before the board of directors takes final action on the amendment. All bylaws must be filed with the County Executive within 5 working days of adoption.
(2) The bylaws may contain any provision not inconsistent with law or the articles of incorporation of the corporation to regulate and manage the affairs of the corporation. The bylaws must contain provisions that:
a. protect against any conflict of interest or similar impropriety by members of the board of directors or the Executive Director or any other employees, including self-dealing and collusive practices. This requirement includes a provision for the disclosure of a financial or similar interest of any person in any matter before the corporation and the establishment of conditions under which that person is disqualified from participating in decisions or other actions in which there is a conflict between the person's official duties and private interests. Appropriate remedies against violation, including removal or termination must be provided;
b. provide for competitive procurement for goods and services with reasonable public notice;
c. provide for surety bonds or similar instruments to protect against misappropriation of funds by employees of the corporation responsible for the handling of corporation funds;
d. specify how the corporation will comply with the state open meetings law and, in addition, provide that all meetings of the board of directors must be open to the public except when closed on a recorded vote of the board for a reason expressly listed in the bylaws; and
e. specify how the corporation will comply with the state public records law.
(h) Committees. The board of directors should be supported by committees, each chaired by a board member, which oversee the management and other functions of the corporation. Membership on committees must be open to persons other than board members.
(i) Executive director; agents and employees. The board of directors should engage an executive director with substantial experience managing downtown districts or in a related field. The board may employ, or contract with, other persons to assist in carrying out the corporation's functions. An employee of the corporation is not a County employee under Chapter 33 (Personnel) nor a public employee for purposes of Chapter 19A (Ethics). An employee must not participate in or receive benefits from the County retirement system for service as an employee with the corporation.
(j) Insurance. An urban district corporation must secure reasonable and appropriate insurance for its activities. The corporation and its employees are eligible to participate in the County's comprehensive insurance and self insurance programs in accordance with Section 20-37.
(k) Publicity. An urban district corporation may publicize its activities through newsletters or other media. It may sell advertising in its publications. (1987 L.M.C., ch. 2, § 2; 1993 L.M.C., ch. 16, § 1.)