Reconnect. Re‑engage. Reimagine the Crossroads. | Annual Member Meeting

Section
1: 

Name of
the

Organization

Recommendation(s):

       •     Add the republished Municipal Code (§
8.36.010- 8.36.140).

Section 2:

Purpose of
the

Organization

Recommendation(s): 

Strengthen purpose statement (underlined
portion is new language):

       •     “The purpose of the Authority is to
promote and market the

Takoma/Langley Crossroads Commercial Management District (“the
District”), advance common business interests, improve economic conditions for members, and to provide
security, maintenance, and amenities within the District.”

Section 1:

Membership

Recommendation(s):

• Add language
that members are required to notify the Board when they are dissolving their
membership to prevent the Board from automatically renewing annually.

Section 1:

Meetings, Board of Directors

Recommendation(s):

       •    Clarify that “bimonthly meetings” means
once every two months.

Section
2: 

Meetings,

General

Recommendation(s):

•     Amend to the Executive Director and
Treasurer present the budget/finances of Takoma Langley together.

Section 3:

Special

Meetings

Recommendation(s): 

Include: 

• Subsection
about Special Meetings Called for Amendments stating amendments need to
follow the two-tier process.

Section 5:

Regulation
of

Meetings

Recommendation(s):

       •     Remove Tellers requirement provision.

Section 6:

Good Standing of Members /

Eligibility
to

Vote

Recommendation(s):

Revise provision to clarify “good standing”
(underlined portion is new language):

•     “A member is in good standing if, and
only if, that member has paid all
applicable license fees as prescribed by the Ordinance. If they are
in good standing, they are entitled to vote at any membership meeting.”

Section 8:

Quorum

Recommendation(s): 

Include language (underlined portion is new
language):

•     “If
a quorum is not present at any meeting of members, a majority of those
members present may adjourn the gathering or call for an additional meeting. At the additional meeting, the members present in person or by proxy constitute a
quorum. Fifteen days’ notice of the time,
place, and purpose of an additional meeting shall be given by advertisement in a newspaper published in the county.”

Section 1:

Composition

Recommendation(s):

Add language:

•       
“There shall be at least one (1) Director of Takoma Langley Crossroads
Development Authority at all times.” Add a clause about qualifications for
Directors:

•       
“All directors must be natural persons, at least eighteen (18) years
old, and members of the Authority, who are in good standing.”

Section 3:

Election
of

Directors

Recommendation(s):

Change language about nominations:

•       
“The staff, in consultation with the Board of Directors, will develop
the slate of nominees for Directors and Officers, which shall be presented to
the members at the annual members.”

Add the number of votes that are needed to win
an election:

•       
“If a nominee receives a simple majority of the votes cast, they will
be elected as a director.”

Amend the language about staggering the terms:

•       
“Beginning in 2027, board member terms will become staggered. The

Area-Directors will be moved forward for
election, and the At-Large Directors will be extended for another year. The
At-Large Directors will be up for election in 2028.” Add a holdover clause:

•       
“A director shall continue to serve after the expiration of the
director’s term until a successor is elected and qualified.”

Section 4:

Election of Officers

Recommendation(s): 

Add a clause:

•     “The President and Vice President of the
Board shall be elected by the Members of the Authority at the annual Members
Meeting.”

Section 7:

Regular

Meetings

Recommendation(s): 

       •     Clarify that “bimonthly meetings” means
once every two months.

Section 8:

Special

Meetings

Recommendation(s):

Change
language about notice:

•       
From: “The Secretary shall give notice of every special meeting .
.  . .”

•       
To: “Notice shall of every special meeting shall be given . . . .”

Section
10:

Attendance

Recommendation(s):

•       
Re-locate this section to a
Removal for Cause section.

•       
Change number of absences that warrants removal from 6 to 4.

OTHER:

Recommendation(s): 

Add
a “Removal of Directors” Section:

•       
“Removal for Cause: “The Board may remove a Director once they
no longer have the qualifications required by the charter or Bylaws of the
corporation at the time the director was elected. A Director who is absent
from regularly scheduled board meetings more than four (4) consecutive times
without communication or an excuse in any fiscal year shall be deemed to have
resigned their position or may be removed for cause, and the Board shall
appoint a replacement.”

•       
Removal Not For Cause: “A Director
may be removed from the Board if they do not receive enough votes for
reelection or the Authority removes them as a result of restructuring the
Board.”

•       
Resignation: “A Director may resign from the Board of Directors provided that
they submit their resignation in writing.”

Consider
adding a “Board of Directors’ Action” Section: 

•       
“The action of a majority of the Directors present at a meeting at
which a quorum is present is the action of the Board of Directors.” Add an
“Interested Director” Section:

•       
“So long as the Directors disclose to the Board of Directors when they
have a material financial interest in a particular transaction involving the
Authority, the particular transaction with the Authority will not be void or
voidable.”

Section 1:

Recommendation(s):

Simplify the
President’s responsibilities:

Officers
and

President

•     “The President shall preside at all
Member, Board, and Special Meetings with the Executive Director. The
President may sign and execute all contracts in the name of the Authority
that are approved by the Board of Directors. The President shall act as the
spokesperson for the Authority.

The President and Executive Director shall
present to the Mayor and Council a proposed annual budget.” Remove anything
about the committees.

Section 4:

The
Treasurer

Recommendation(s): 

Simplify the Treasurer’s duties:

•     “The Treasurer shall meet with the
Executive Director to develop the budget and discuss financial reports. The
Treasurer shall assist the Executive Director with presenting the budget and
financial reports to the Board of Directors. The Treasurer shall ensure that
the budget reflects the best interests of the Authority and its Members.”

Section 1:

General

Recommendation(s):

       •     Remove the Committees Section for ease of
compliance.

Section 1:

Contracts

Recommendation(s):

       •     Include “by
resolution” for formality.

Section 4:

Gifts

Recommendation(s):

       •     Include a Gift Acceptance Policy.

Section 1:

Books and

Records

Recommendation(s): 

•       
Include statutory language for request requirements under MD Code:

•       
“Any member, or their agent or attorney, may inspect and copy, during
usual business hours, the following records of the Authority upon written
request or request by electronic transmission:

(i)             
these Bylaws;

(ii)            
minutes
of proceedings of the Board of Directors and committees; (iii) annual
statements of affairs; and (iv) the membership register.

The
Authority shall make such records available at its principal office or by
electronic transmission within seven (7) days of receipt of a proper
request.”

Section 1:

Fiscal
Year

Recommendation(s):

• Include
“The Board of Directors may change
the fiscal year of the Authority by resolution.”  

Section 1:

Indemnity

Recommendation(s):

Replace
current clause with:

•     “The
Authority shall indemnify any director made a party to any proceeding by
reason of service in that capacity against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred, unless it is
established that:

(i)             
the act
or omission was material to the matter giving rise to the proceeding and was
committed in bad faith or was the result of active and deliberate dishonesty;

(ii)            
the
director actually received an improper personal benefit in money, property,
or services (per TLCDA Conflict of Interest Policy); or

(iii)           
in the
case of a criminal proceeding, the director had reasonable cause to believe
the act or omission was unlawful.” 

Section 2:

Liability

Insurance

Recommendation(s):

• Change
“past members as well as present members” to “former
directors, officers, employees, and agents of the Authority.”  

Section 1:

Amendments to By-Laws

Recommendation(s):

•     Include
language from Municipal Code § 8.36.070(B): “An amendment to the bylaws
cannot be adopted at the same meeting at which the amendment was introduced.”
Include language from Municipal Code § 8.36.070(A): “A copy of the bylaws
shall be provided to the City for its review.”