§ 1-7. Board of Directors.

(a) In general.

The Authority shall be governed by and administered through a Board of Directors. The Board shall be subject to the following requirements.

(b) Interim Board.

(1) The initial interim Board of the Authority shall be those individuals whose names are set forth on the list attached to Ordinance 92-057 as Exhibit B.

(2) As described below, the interim Board shall be primarily responsible for recommending a full Board for the Authority to the Board of Estimates, and is not expected to engage in any other substantive activity.

(1) The initial interim members shall serve as the members of the Board for a period not to exceed 6 months, unless extended by the Board of Estimates, and only until a full Board is approved by the Board of Estimates as provided hereafter.

(2) In the event of resignation, expiration, or other departure from the Board, or removal in accordance with the bylaws of the Authority, of any member of the Board, successors shall be elected by the remaining members of the Board.

(d) Number and appointment.

(1) The number of members of the full Board shall be not less than 10, excluding vacancies, and no more than 25.

(2) The interim membership of the Board shall be the 5 individuals listed on Exhibit B. The interim Board, upon approval of the District and the Authority in accordance with § 1-19 of this subtitle, shall propose to the Board of Estimates the initial full membership of the Board and the proposed terms for each director.

(3) Interim Board members may be included in the recommended full Board list.

(4) Such recommendation shall occur within 10 days of approval of the District, and shall be subject to the consent and concurrence of the Board of Estimates.

(5) The Board shall have the full authority to increase or decrease its membership, within the above limits, provided that at all times after approval of the initial full Board by the Board of Estimates, the requirements of this subtitle are adhered to.

(e) Minimum representation.

The following minimum representation shall be present on the Board, except during periods of temporary vacancies:

(1) 1 member shall be appointed by the Mayor.

(2) 1 member shall be appointed by the Governor.

(3) 1 member shall be selected by and approved through Resolution of the City Council.

(4) The Administrator shall designate an individual to be on the Board.

(5) At least 1 member, each of whom must be a property-owner representative, shall be appointed by and shall represent each of the following constituent groups within the District:

(i) a trade group recognized by the Board as representing the hotels and motels within the District, which at the time of passage of this subtitle is acknowledged to be the Hotel and Motel Association of Greater Baltimore;

(ii) a trade group recognized by the Board as representing the retail merchants within the Market Center area, which at the time of passage of this subtitle is acknowledged to be the Market Center Association;

(iii) a trade group recognized by the Board as representing the retail merchants within the Charles Street corridor, which at the time of passage of this subtitle is acknowledged to be the Charles Street Association;

(iv) a trade group recognized by the Board as representing the property owners and managers within the District, which at the time of passage of this subtitle is acknowledged to be the Building Owners and Managers Association of Metropolitan Baltimore;

(v) a group recognized by the Board as representing the leaders of major institutional and business interests within the District, which at the time of passage of this subtitle is acknowledged to be the Greater Baltimore Committee;

(vi) a professional trade organization recognized by the Board as representing the users of commercial real estate space within the District. which at the time of passage of this subtitle is acknowledged to be the Greater Baltimore Board of Realtors; and

(vii) in the event that the Partnership is not the Administrator, the Partnership or any successor organization having similar functions and constituent boundaries, as determined by the Board.

(6) At least ⅔ of the Board members must be property-owner representatives; members of the Board elected under clauses (1) through (5) above may be counted as property-owner representatives for this purpose if they otherwise qualify.

(7) The Board shall endeavor to maintain representatives on the Board from the tourist and convention industry, professionals practicing in the District, retail merchants in the District, and tenants of properties in the District; however, no minimum representation applies.

(8) Consistent with the encouragement of partnerships between the Authority and property owners exempt from the tax imposed by this subtitle, the Board should consider representation of such partners within the Board.

(f) Exercise of Authority powers.

All powers of the Authority shall be exercised by and through the Board, unless delegated by the Board to 1 or more officers thereof or to the Administrator.

(g) Bylaws, rules, and regulations.

(1) The Board my adopt such bylaws, rules, and regulations as it deems necessary in carrying out the powers of the Authority, so long as the same shall not be inconsistent with the terms of this subtitle or of any ordinance amendatory or supplementary hereof or of the Enabling Legislation.

(2) All bylaws shall be subject to the approval of the Board of Estimates.

(3) The Board may establish its own procedures relating to the internal administration of the Authority, except as may be restricted by the Enabling Legislation or this subtitle.

(h) Officers.

The Board shall select from among its members, individuals to serve, at the pleasure of the Board, as president, vice-president, treasurer, and secretary of the Authority, delegating to such individuals such responsibilities as the Board deems appropriate.