Loading...
(a) General. An urban district corporation may be created under this Section for the benefit of each urban district. An urban district corporation created under this Section is a public instrumentality of the County and is a commercial district management authority for that urban district. An urban district corporation is not within the Executive or Legislative branches of County government, is separate and distinct from the County, and is an independent entity. To the extent not inconsistent with this Section or Article 25A, Section 5(FF) of the Maryland Code, an urban district corporation may exercise all powers and is subject to all requirements applicable to non-stock corporations under the Corporations and Associations Article of the Maryland Code. An urban district corporation performs tasks of benefit to the government.
(b) Services. An urban district corporation may provide the following services to benefit residents and businesses in the district (and which may incidentally benefit neighboring communities):
(1) promotion, organization, and support of cultural, recreational, and business activities;
(2) specialized transportation services, including jitney service;
(3) subject to Section 68A-3, enhancement and maintenance of streetscape and provision of additional streetscape amenities; and
(4) other initiatives to advance the business and residential environment and sense of community through such measures as enhanced security, coordination of retail marketing and signage, facade improvements, business retention services, community initiatives, and similar activities.
A Corporation may provide a service outside the boundaries of an urban district if the service will primarily benefit businesses or residents in the urban district. A Corporation may also provide any authorized service to another Corporation or urban district.
(c) Creation.
(1) An urban district corporation may be created by the adoption of a resolution by the County Council that is approved by the County Executive or, if disapproved by the Executive, is readopted by a vote of 6 Councilmembers. The public must be given at least 30 days to comment on the proposed articles of incorporation and by-laws before the Council adopts the resolution. The resolution must approve articles of incorporation that state the:
a. name of the corporation;
b. names, addresses, and terms of office of the first directors of the corporation;
c. location of the principal office of the corporation;
d. purposes for which the corporation is formed; and
e. powers of the corporation, subject to the restrictions or limitations on the powers of the corporation in this Section and in Article 25A, Section 5(FF) of the Maryland Code.
(2) The resolution adopted under paragraph (1) must also approve proposed by-laws for the corporation that include provisions required under Section 68A-10(h).
(3) The County Executive, or any other person designated in the resolution adopted under paragraph (1), must execute and file the articles of incorporation for recording with the State Department of Assessments and Taxation. When the articles of incorporation are accepted for recording by the Department of Assessments and Taxation, the corporation becomes a body corporate, lawfully and properly created and authorized to exercise its powers.
(4) The County Council may amend the articles of incorporation by adopting a resolution approved by the County Executive or, if the resolution is disapproved by the Executive, readopting it by a vote of 6 Councilmembers. Any amendment must be filed and recorded with the State Department of Assessments and Taxation. A copy of the articles of incorporation and any amendment must be filed with the County Executive. (1987 L.M.C., ch. 2, § 2; 1993 L.M.C., ch. 16, § 1; 1999 L.M.C., ch. 22, § 1; 2000 L.M.C., ch. 26, § 1.)
(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.)
(a) Powers. To further its statutory purposes, but subject to the limitations in subsection (b), an urban district corporation may:
(1) acquire, hold, and use both real and personal property and other property rights necessary to achieve its purposes, including acquisition by purchase or lease;
(2) make contracts, including employment contracts and contracts for goods and services;
(3) sue and be sued;
(4) accept grants, gifts, or other contributions;
(5) establish commercial bank accounts, with any earnings on funds inuring to the corporation; and
(6) take other necessary or convenient actions.
(b) Limitations. An urban district corporation must not:
(1) pledge the full faith and credit of the County;
(2) issue bonds or notes;
(3) exercise any police or general power of the County, except those expressly authorized by law;
(4) exercise the power of eminent domain;
(5) lease any property as tenant for a term of years beyond the date of termination of the corporation;
(6) purchase, sell, construct, or, as a landlord, lease office or retail space; or
(7) except as otherwise authorized under this Chapter, compete with the private sector.
(c) Maintenance agreements. An urban district corporation and an optional method developer may enter into an agreement for:
(1) the corporation to maintain streetscape amenities on private or public property; or
(2) an optional method developer to maintain streetscape amenities on public rights- of-way.
(d) Applicability of County Procurement Policies.
(1) The requirements of Chapter 11B (Procurement) do not apply to procurement by an urban district corporation. However, the corporation must make a good faith effort to meet the minority, female, and disabled business procurement goals that apply to County government under Chapter 11B. Similarly, the corporation must make a good faith effort to achieve procurement goals for the purchase of recycled goods that apply to County government under Chapter 11B. The corporation must submit a report to the Chief Administrative Officer by September 1 of each year describing achievement of those goals in the prior fiscal year.
(2) An urban district corporation should participate in the County cooperative purchasing program to the fullest extent possible. To the extent practicable and cost effective, the corporation must utilize the County's centralized purchasing system by purchasing goods under County requirement contracts with vendors or using existing County inventories.
(e) County not liable; Suits by corporation against County prohibited; styling of suits by or against the corporation; County Attorney.
(1) The County is not liable, in contract or tort, for any obligation, act, or omission of an urban district corporation or its agents or employees. Any contract executed by an urban district corporation must state that the County is not liable for any obligation of the corporation under the contract.
(2) An urban district corporation must not sue the County as plaintiff.
(3) As a commercial district management authority, each corporation is a "local government" as that phrase is used in the Local Government Tort Claims Act. A lawsuit brought by or against an urban district corporation must name the urban district and the corporation as follows: "(geographic area) Urban District Corporation for the benefit of the (geographic area) urban district, a special taxing district of Montgomery County, Maryland." The special taxing district should be considered the real party in interest under Maryland Rules of Procedure and for purposes of the Local Government Tort Claims Act.
(4) The County Attorney is the legal advisor to each urban district corporation and must be notified of any legal action brought by or against the corporation. This paragraph does not prohibit a corporation from hiring additional legal counsel approved by the County Attorney. (1987 L.M.C., ch. 2, § 2; 1993 L.M.C., ch. 16, § 1; 1993 L.M.C., ch. 24, § 1.)
(a) Budget preparation, review, and action.
(1) Each urban district corporation must annually prepare and submit a budget to the Office of Management and Budget for review in accordance with the procedures and schedule established by the Office of Management and Budget.
(2) The Office of Management and Budget should meet with the board of directors to attempt to resolve any area of disagreement.
(3) The County Council considers and acts on the County Executive's recommended budget for the urban district corporation in accordance with the budget adoption procedures of the County Charter. The Council may consider any non-County funding available to the corporation in deciding the amount of County funding to approve. Unencumbered County funds estimated to remain in the corporation at the end of the fiscal year must be applied to the next annual corporation budget approved by the Council.
(b) Distribution; use of urban district funds.
(1) After the County Council has approved the urban district's budget, the Director of Finance must transfer those monies appropriated for use by an urban district corporation to the corporation in accordance with Section 11B-42(d)*. The transfer of funds to, and expenditure of funds by, the corporation is subject each year to the execution of an agreement between the County and the urban district corporation. This Chapter and any agreement executed under this subsection do not create or imply any continuing right of a corporation to public funding. The County in its discretion may terminate or refuse to renew any such agreement at the end of any fiscal year.
* Editor’s note—Chapter 11B was amended. See Sec. 11B-14(a)(4).
(2) An urban district corporation must use funds transferred under this Section only:
a. for the urban district from which they are obtained;
b. for the purposes of the urban district as set forth in this Chapter; and
c. in accordance with its articles of incorporation and bylaws and the agreement between the corporation and the County.
(3) The agreement between the County and the urban district corporation may provide for the County to provide goods or services to the corporation.
(c) Start-up funding. Any start-up funding that cannot be accommodated in the normal County budget cycle may be funded by a supplemental or emergency appropriation in accordance with law.
(d) Annual report and audit. An urban district corporation must maintain its books, accounts, and records and file with the Director of Finance an annual report. The books, accounts, and records must be open to inspection by the County during reasonable working hours. The corporation must also provide the County an annual independent audit by a certified public accountant, including a copy of any accompanying management letter. The time for submission of the annual report and audit must be stated in the agreement between the urban district corporation and the County.
(e) Evaluation. At least one year before an urban district corporation is scheduled to terminate under Section 68A-12, the Office of Legislative Oversight must evaluate the performance of the corporation. This evaluation should include a survey of property owners, businesses, and residents located in and around the urban district served by the corporation. (1987 L.M.C., ch. 2, § 2; 1993 L.M.C., ch. 16, § 1; 1993 L.M.C., ch. 24, § 1.)
(a) Except as provided in subsection (b), an urban district corporation exists for 5 years after its articles of incorporation are accepted for recording by the State Department of Assessments and Taxation.
(b) The existence of an urban district corporation may be extended for an unlimited number of additional 5-year terms by a resolution adopted by the County Council and approved by the County Executive or, if disapproved by the Executive, by a vote of 6 Councilmembers. Amended articles of incorporation must be filed and recorded with the State Department of Assessments and Taxation. A copy of the amended articles of incorporation must be filed with the County Executive.
(c) When an urban district corporation terminates, all contracts and services must terminate unless expressly assumed and maintained by the County. The County must then maintain any property it would otherwise maintain but for the existence of the corporation.
(d) Dissolution of an urban district corporation is governed by Section 5-208 of the Corporations and Associations Article of the Maryland Code. Any assets remaining after all liabilities and obligations of the corporation are satisfied must be distributed to the County.
(e) Notwithstanding subsection (a) or (b), an urban district corporation may be terminated at any time after adoption of a resolution by the County Council that is approved by the County Executive or, if disapproved by the Executive, is readopted by a vote of 6 Councilmembers if the urban district corporation has been operated in an ultra vires manner, or in the event of misfeasance, malfeasance, or nonfeasance by the board of directors. Termination and dissolution is governed by subsections (c) and (d). (1987 L.M.C., ch. 2, § 2; 1993 L.M.C., ch. 16, § 1; 1993 L.M.C., ch. 24, § 1.)
Editor’s note—Under Council Res. No. 16-786, the Council approved an addition 5-year term of the Bethesda Urban Partnership, Inc., commencing February 1, 2009, and concluding January 31, 2014.