§ 19-6. Board of Directors.
(a) In general.
The Authority shall be governed by and administered through a Board of Directors.
(b) Number.
The Board comprises 21 members, as provided in this section.
(c) General composition.
(1) Residents.
The majority of the members of the Board shall be residents of the District. That is, their primary residence must be located within the District.
(2) Businesses.
(i) At least 4 members of the Board shall be representatives of businesses located within the District. To qualify under this paragraph, a business must own, occupy, or lease real property in the District on which it operates an office, headquarters, manufacturing facility, retail store, or other ongoing operation.
(ii) A nonprofit 501(c)(3) or 502(c)(10) organization that meets this criteria qualifies as a "business".
(iii) A business representative may, but need not, reside in the District. If a person who resides in the District serves on the Board in the role of a business representative, then for the purpose of allocating Board positions that person does not also constitute a "resident".
(3) Community representation.
(i) It is the aspiration of the Mayor and City Council that the Board reflect the full diversity of the District's neighborhoods, residents, and businesses. Accordingly –
(ii) Of the residents serving on the Board:
(A) at least 3 shall reside within the West Sector, as identified in the South Baltimore Gateway Master Plan;
(B) at least 3 shall reside within the East Sector, as identified in the South Baltimore Gateway Master Plan; and
(C) at least 3 shall reside within the South Sector, as identified in the South Baltimore Gateway Master Plan.
(iii) Of the business representatives serving on the Board:
(A) at least 1 shall represent a business that has its place of business within the West Sector, as identified in the South Baltimore Gateway Master Plan;
(B) at least 1 shall represent a business that has its place of business within the East Sector, as identified in the South Baltimore Gateway Master Plan; and
(C) at least 1 shall represent a business that has its place of business within the South Sector, as identified in the South Baltimore Gateway Master Plan.
(d) Appointment.
(1) State appointees.
(i) Subject to subparagraph (iii) of this paragraph, 4 members of the Board shall be designated by the Speaker of the Maryland House of Delegates.
(ii) Subject to subparagraph (iii) of this paragraph, 2 members of the Board shall be designated by the State Senator who represents the legislative district in which the video lottery facility is located.
(iii) Of the 6 members designated under subparagraphs (i) and (ii) of this paragraph:
(A) at least 2 shall be residents of the 40th Legislative District; and
(B) at least 2 shall be residents of the 46th Legislative District.
(2) Council President appointees.
The Council President shall appoint the members of the Baltimore City Council who represent the councilmanic districts overlapping with the boundaries of the South Baltimore Gateway Community Impact District to serve as ex officio members of the Board.
(3) Mayoral appointee.
1 member of the Board shall be appointed by the Mayor.
(4) Additional members.
(i) The 12 members of the Local Development Council who are not elected officials shall be ex officio members of the Board until at least December 31, 2018.
(ii) At any time on or after January 1, 2019, the Board may replace some or all of the LDC Board Members as provided in the Authority's Bylaws. If it does so, the 1st replacement shall be appointed by the Mayor (as an additional Mayoral appointee) and the rest shall be replaced through the procedures provided in the Bylaws.
(e) Quorum; Voting.
Except as may otherwise be provided in the Authority's Bylaws:
(1) a majority of the members of the Board constitute a quorum for the transaction of business; and
(2) an affirmative vote by a majority of a quorum is required for any action by the Board.
(f) Terms.
(1) In general.
Except for the Board's ex officio members:
(i) the term of a Board member is 2 years;
(ii) the terms of the members are staggered, as required by the members first appointed and as further provided in the Authority's Bylaws; and
(iii) at the end of a term, a member continues to serve until a successor is appointed.
(2) Term limits.
(i) In general.
Subject to subparagraph (ii) of this paragraph, the Bylaws may specify a maximum number of consecutive terms that an appointed member may serve.
(ii) Exemptions.
The Bylaws may not establish term limits for members appointed under paragraph (d)(2) of this section.
(g) Exercise of Authority powers.
All powers of the Authority are exercised by and through the Board, unless delegated by the Board to 1 or more officers of the Board or to the Administrator.
(h) Bylaws, rules, and regulations.
(1) The Board shall adopt Bylaws, rules, and regulations as it considers necessary to carry out the powers of the Authority. These Bylaws, rules, and regulations are subject to approval by the Board of Estimates and may not be inconsistent with the terms of this subtitle or of City Charter Article II, § (69).
(2) The Board may establish its own procedures relating to the internal administration of the Authority, except as may be restricted by this subtitle or by City Charter Article II, § (69).
(i) Officers.
(1) Board Chair.
The State Senator who represents the legislative district where the video lottery facility is located shall designate 1 of the members appointed under subsection (d)(1(ii) of this section to serve as the Board's Chair.
(2) Others.
The Board shall select from among its members individuals to serve as the Board's Vice-Chair, Treasurer, and Secretary.
(3) Tenure.
Other than the Chair, these officers serve at the pleasure of the Board.
(4) Responsibilities.
The Board may delegate to these officers those responsibilities that the Board considers appropriate.