(a) A board of directors shall govern the district corporation. (b) (1) Subject to paragraphs (2) through (4) of this subsection: (i) except as provided in item (ii) of this paragraph, the board of a district corporation consists of at least nine members; or (ii) the governing body of the county may determine a different number of members for the board if the district is connected with a business improvement district in another county or state or in the District of Columbia. (2) (i) The board shall be representative of property owners, business owners, residents, and representatives of the local jurisdictions within the boundaries of the business improvement district. (ii) It shall be the responsibility of the initial board of the business improvement district to determine in the district's bylaws the specific details pertaining to board structure, including the specific number of positions, terms, and voting procedures. (3) The board shall retain as nonvoting members the member of the Senate of Maryland and members of the House of Delegates who represent the legislative district where a district corporation is established. (4) (i) Board seats shall be elected in accordance with an election process that is established by the governing body of the county. (ii) To the extent practicable, the election process shall reflect the diversity of businesses and other organizations in the district. (c) From among its members, the board shall elect a chair and other officers. (d) (1) A majority of the voting members of the board is a quorum. (2) The board may act on a resolution only by the affirmative vote of a majority of the voting members. (e) A member of the board: (1) may not receive compensation as a member of the board; but (2) shall be reimbursed for expenses incurred in performing the member's duties. (f) The board shall exercise its powers by resolution. (g) The board shall file an annual report with the governing body of the county that includes: (1) a financial statement for the preceding year; (2) a proposed operating budget for the current fiscal year; (3) any proposed revisions to the business plan; and (4) a narrative statement or chart showing the results of operations in comparison to stated goals and objectives.
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