Explanation: Capitals indicate matter added to existing law.
[Brackets] indicate matter deleted from existing law.
* Warning: This is an unofficial, introductory copy of the bill.
The official copy considered by the City Council is the first reader copy.
Introductory*
City of Baltimore
Council Bill
Introduced by: Councilmembers Ramos and Torrence
A Bill Entitled
An Ordinance concerning
title
Land Bank Authority
For the purpose of providing certain unamended authorizing language for context of this Ordinance; establishing the Land Bank Authority of Baltimore City; providing for the Authority’s powers, duties, and limitations; providing for a Board of Directors, for the selection and terms of the Board’s members, and for the powers and duties of the Board; providing certain immunities; providing for certain tax exemptions; and generally relating to the establishment and operation of a Land Bank Authority, as authorized by the City Charter.
body
By authority of
Article - Local Government
Sections 1-1401 to 1-1431
Annotated Code of Maryland
(2013 Volume and 2022 Supplement)
By authority of
Article II - General Powers
Section (65)
Baltimore City Charter
(1996 Edition)
By adding
Article 5 - Finance, Property, and Procurement
Sections 22-1 to 22-27, to be under the new subtitle,
“Subtitle 22. Land Bank Authority”
Baltimore City Code
(Edition 2000)
By repealing and re-ordaining, with amendments
Article 8 - Ethics
Sections 2-2, 2-3, and 7-8
Baltimore City Code
(Edition 2000)
Section 1. Be it ordained by the Mayor and City Council of Baltimore, That the following is included herein without amendment and for context only:
Baltimore City Charter
Article II. General Powers
§ (65) Land Bank Authority.
(a) Definitions.
(1) In general.
In this section the following words have the meanings indicated.
(2) Authority”
“Authority” means a nonprofit or quasi-governmental entity created by Baltimore City under subsection (c) of this section.
(3) Board.
“Board” means the Board of Directors of the Authority.
(4) Bond.
(i) “Bond” means a bond issued by the Authority under this subtitle.
(ii) “Bond” includes a bond, a refunding bond, a note, and any other obligation.
(5) Cost.
“Cost” includes:
(i) the purchase price of property;
(ii) the cost to acquire any right, title, or interest in property;
(iii) the cost of any improvements made to property;
(iv) the amount to be paid to discharge each obligation necessary or desirable to vest title to any part of property in the Authority or other owner;
(v) the cost of any property, right, easement, franchise, and permit associated with a project;
(vi) the cost of labor, machinery, and equipment necessary to implement a project;
(vii) financing charges;
(viii) interest and reserves for principal and interest and for improvements;
(ix) the cost of revenue and cost estimates, engineering and legal services, plans, specifications, studies, surveys, and other expenses necessary or incident to determining the feasibility or practicability of a project;
(x) administrative expenses; and
(xi) other expenses as necessary or incident to:
1. financing a project;
2. acquiring and improving a project;
3. placing a project in operation, including reasonable provision for working capital; and
4. operating and maintaining a project.
(6) Finance.
“Finance” includes refinance.
(7) Project.
(i) “Project” means any organized plan carried out by the Authority in relation to:
1. acquiring and rehabilitating abandoned and dilapidated properties; and
2. marketing and leasing or selling the rehabilitated properties.
(ii) “Project” includes:
1. acquiring land or an interest in land;
2. acquiring structures, equipment, and furnishings located on a property;
3. acquiring property that is functionally related and subordinate to a project; and
4. obtaining or contracting for any services necessary for the rehabilitation of a property.
(8) Revenues.
(i) “Revenues” means the income, revenue, and other money the Authority receives from or in connection with a project and all other income of the Authority.
(ii) “Revenues” includes grants, rentals, rates, fees, and charges.
(9) Tax sale property.
“Tax sale property” means property or an interest in property sold by the tax collector of Baltimore City in accordance with Title 14, Subtitle 8, Part III of the Tax - Property Article of the Annotated Code of Maryland.
(10) Trust agreement.
(i) “Trust agreement” means an agreement entered into by the Authority to secure a
bond.
(ii) “Trust agreement” may include a bond contract, bond resolution, or other contract with or for the benefit of a bondholder.
(b) Construction of section.
(1) This section shall be liberally construed to accomplish its purposes.
(2) The powers granted to the Authority under this section shall be construed as supplemental and in addition to powers granted to the Authority under any State or local law.
(3) This section does not authorize the Authority to:
(i) exercise the power of eminent domain; or
(ii) levy any tax or special assessment.
(c) Establishment of Authority.
(1) By ordinance, Baltimore City may establish a land bank authority in accordance with this section.
(2) An ordinance adopted under paragraph (1) of this subsection shall include proposed articles of incorporation of the Authority that state:
(i) the name of the Authority, which shall be “Land Bank Authority of Baltimore City”;
(ii) that the Authority is formed under this section;
(iii) the names, addresses, and terms of office of the initial members of the Board of Directors of the Authority;
(iv) the address of the principal office of the Authority;
(v) the purposes for which the Authority is formed; and
(vi) the powers of the Authority subject to the limitations on the powers of the Authority under this section.
(3) (i) The Mayor of Baltimore City, or any official designated in the ordinance establishing the Authority, shall execute and file the articles of incorporation of the Authority for recordation with the State Department of Assessments and Taxation.
(ii) When the State Department of Assessments and Taxation accepts the articles of incorporation for recordation, the Authority becomes a body politic and corporate and an instrumentality of Baltimore City.
(iii) Acceptance of the articles of incorporation for recordation by the State Department of Assessments and Taxation is conclusive evidence of the formation of the Authority.
(4) (i) By ordinance, Baltimore City may adopt an amendment to the articles of incorporation of the Authority.
(ii) Articles of amendment may contain any provision that lawfully could be contained in articles of incorporation at the time of the amendment.
(iii) The articles of amendment shall be filed for recordation with the State Department of Assessments and Taxation.
(iv) The articles of amendment are effective as of the time the State Department of Assessments and Taxation accepts the articles for recordation.
(v) Acceptance of the articles of amendment for recordation by the State Department of Assessments and Taxation is conclusive evidence that the articles have been lawfully and properly adopted.
(5) (i) Subject to the provisions of this subsection and any limitations imposed by law on the impairment of contracts, Baltimore City, in its sole discretion, by ordinance may:
1. set or change the structure, organization, procedures, programs, or activities of the Authority; or
2. terminate the Authority.
(ii) On termination of the Authority:
1. title to all property of the Authority shall be transferred to and shall vest in Baltimore City; and
2. all obligations of the Authority shall be transferred to and assumed by Baltimore City.
(d) Establishment of Board of Directors.
An ordinance that creates a Land Bank Authority shall establish a Board of Directors to govern the Authority and shall include provisions for:
(1) appointment procedures;
(2) term lengths;
(3) removal procedures;
(4) election of a chair; and
(5) powers of the Board.
(e) Authority’s powers - General.
(1) Except as limited by the Authority’s articles of incorporation, the Authority has all the powers set forth in this section.
(2) The Authority may:
(i) adopt bylaws for the conduct of business of the Authority;
(ii) sue and be sued;
(iii) maintain an office at a place the Authority designates;
(iv) borrow money;
(v) issue bonds and other obligations for any corporate purpose in accordance with this section or an ordinance adopted under this section;
(vi) invest money of the Authority in instruments, obligations, securities, or property;
(vii) enter into contracts and execute the instruments or agreements necessary or convenient to carry out this section or an ordinance adopted under this section to accomplish their purposes;
(viii) solicit and accept gifts, grants, loans, or other assistance in any form from any public or private source, subject to the provisions of this section or any ordinance adopted under this section;
(ix) participate in any way in a program of the federal government, the State, a political subdivision of the State, or an intergovernmental entity created under the laws of the State;
(x) contract for goods and services;
(xi) study, develop, and prepare reports or plans to assist in the Authority’s exercise of powers and to monitor and evaluate the Authority’s progress;
(xii) contract with public or private entities for the provision of services necessary for the management and operation of the Authority;
(xiii) provide acquisition, management, and sale services to Baltimore City for City-owned property;
(xiv) create, own, control, or be a member of a corporation, limited liability company, partnership, or other person, whether operated for profit or not for profit, for the purposes of developing property in order to maximize marketability;
(xv) exercise a power usually possessed by a private corporation in performing similar functions unless to do so would conflict with State law; and
(xvi) do all things necessary or convenient to carry out the powers expressly granted by this section or by an ordinance adopted under this section.
(3) The Authority may delegate to a member or officer a power granted to the Authority by this section, including the power to execute a bond, obligation, certificate, deed, lease, mortgage agreement, or other document or instrument.
(f) Authority’s powers - Acquisition, etc., of real property.
(1) The Authority may:
(i) acquire, directly or through a person or governmental entity, by gift, devise, transfer, exchange, foreclosure, purchase, or otherwise on terms and conditions and in a manner the Authority considers proper, real property or rights or interests in real property;
(ii) own in the Authority’s name property acquired by or conveyed to the Authority by the State, a local government, an intergovernmental agency created under the laws of this State, or any other public or private person, including tax foreclosed property and property without clear title;
(iii) sell, lease as lessor, transfer, and dispose of the Authority’s property or interest in property;
(iv) procure insurance against loss in connection with the property, assets, or activities of the Authority; and
(v) execute deeds, mortgages, contracts, leases, purchases, or other agreements regarding the property of the Authority.
(2) Property purchased, owned, or sold under this subsection may not be located outside of Baltimore City.
(g) Staff and consultants.
The Authority may employ staff and retain consultants as employees or agents that the Authority considers necessary and set their compensation.
(h) Appointment as receiver.
The court may appoint the Authority to serve as a receiver in a receivership proceeding filed by Baltimore City.
(i) Code of ethics; Policies and procedures; Open government.
(1) The Authority shall:
(i) adopt a code of ethics for the Authority’s directors, officers, and employees;
(ii) establish policies and procedures requiring the disclosure of relationships that may give rise to a conflict of interest, including requiring that any member of the Board with a direct or indirect interest in a matter before the Authority disclose the member’s interest to the Board before the Board takes any action on the matter; and
(iii) comply with the State Open Meetings Act under Title 10, Subtitle 5 and Subtitle 6, Part III of the State Government Article of the Annotated Code of Maryland {i.e., the State Open Meetings Act, Title 3 of the State General Provisions Article, and the State Public Information Act, Title 4 of the State General Provisions Article}.
(2) Except as otherwise provided in this section or the ordinance establishing an Authority, the procedures of Baltimore City control any matter relating to the internal administration of the Authority.
(j) Powers at tax sale; Immunities.
(1) The Authority may exercise the powers granted to Baltimore City under §§ 14-825 through 14-831 of the Tax - Property Article of the Annotated Code of Maryland.
(2) The Authority may have the same immunities as Baltimore City.
(k) Property rights.
(1) With respect to property held or owned by the Authority, the Authority may:
(i) grant or acquire a license, easement, or option;
(ii) fix, charge, and collect rents, fees, and charges for use of the property;
(iii) pay taxes or special assessments due;
(iv) take any action, provide any notice, or institute any proceeding required to clear or quiet title in order to establish ownership by and vest title to property in the Authority;
(v) abate violations of the local and State building, fire, health, and related codes;
and
(vi) hold, manage, maintain, operate, repair, lease as lessor, secure, prevent the waste or deterioration of, demolish, and take all other actions necessary to preserve the value of the property it holds or owns.
(2) The Authority shall be made a party to, and shall defend any action or proceeding concerning, claims against property held by the Authority.
(l) Property inventory, classification; Recording fee exemption.
(1) Property held by the Authority shall be inventoried and classified according to title status and suitability for use.
(2) A register of deeds in Baltimore City may not charge a fee to record a document evidencing the transfer under this section of property to the Authority by the State or Baltimore City.
(m) Tax delinquent properties.
(1) Following an unsuccessful attempt on the part of Baltimore City to collect outstanding liens at tax sale and subject to the approval of the tax collecting unit of Baltimore City, the Authority may accept from a person with an interest in a parcel of tax delinquent property or tax sale property a deed or assignment conveying that person’s interest in the property instead of:
(i) the foreclosure or sale of the property for delinquent taxes, penalties, and interest, as defined by § 14-80l(c) of the Tax - Property Article of the Annotated Code of Maryland; or
(ii) delinquent specific taxes levied by a local taxing jurisdiction.
(2) Except as otherwise provided by law, conveyance of property by deed instead of foreclosure under this section may not affect or impair any other lien against the property or any existing recorded or unrecorded interest in the property, including:
(i) future installments of special assessments;
(ii) liens recorded by the State;
(iii) easements or rights-of-way;
(iv) private deed restrictions;
(v) security interests and mortgages; or
(vi) tax liens of other taxing jurisdictions that do not consent to a release of their liens.
(3) A tax lien against property held by or under the control of the Authority may be released or abated at any time by one or more of the following:
(i) Baltimore City with respect to a lien held by Baltimore City;
(ii) the governing body of any taxing jurisdiction other than the State, county, or municipal corporation with respect to a lien held by the taxing jurisdiction;
(iii) a public water or sewer authority with respect to a tax lien or right to collect a tax held by the public water or sewer authority; or
(iv) the State Comptroller with respect to a State tax lien.
(n) Money from property redemption or sale.
(1) Money received by the Authority as payment of taxes, penalties, or interest, or from the redemption or sale of property subject to a tax lien of any taxing unit shall be returned to the local tax collecting unit in the jurisdiction where the property is located for distribution on a pro rata basis to the appropriate taxing units in an amount equal to delinquent taxes, penalties, and interest owed on the property.
(2) Proceeds received by the Authority may be retained by the Authority for the purposes of this section, unless otherwise designated by:
(i) this section;
(ii) the provisions of a deed;
(iii) any other law; or
(iv) an agreement of the Authority.
(o) Exemption from taxes or assessments.
(1) Except as provided in paragraph (2) of this subsection, the Authority is exempt from any requirement to pay State or local taxes or assessments on the Authority’s properties, activities, or any revenue from the properties or activities.
(2) Property that the Authority sells or leases to a private entity is subject to State and local property taxes from the time of the sale or lease.
(3) The principal of and interest on bonds, the transfer of bonds, and any income derived from the bonds, including profits made on their sale or transfer, are forever exempt from all State and local taxes.
(p) Civil actions.
(1) The Authority may bring a civil action to prevent, restrain, or enjoin the waste of or unlawful removal of any property from real property held by the Authority.
(2) (i) The Authority shall be made a party to any action or proceeding instituted for the purpose of setting aside title to property held by the Authority or for the sale of property by the Authority.
(ii) A hearing in any such proceeding may not be held until the Authority is served in accordance with the Maryland Rules.
(q) Public and governmental function and purpose.
(1) Property of the Authority is public property devoted to an essential public and governmental function and purpose.
(2) Income of the Authority is considered to be for a public and governmental purpose.
(r) Local laws.
The Authority is subject to any local:
(1) zoning laws;
(2) permitting processes for construction, demolition, or repair of a property; and
(3) land use controls.
(s) Annual reports.
The Authority shall report annually to the Mayor and City Council of Baltimore City and, in accordance with § 2-1246 of the State Government Article of the Annotated Code of Maryland, the General Assembly on the activities of the Authority.
(t) Power to issue bonds.
(1) (i) The Authority may periodically:
1. issue bonds to pay all or part of the cost of acquiring or improving property;
2. fund or refund those bonds;
3. purchase bonds with any funds available; and
4. hold, pledge, cancel, or resell bonds.
(ii) By resolution, the Authority may authorize the chair, one of the Authority’s members, or a committee of the members to determine or provide for any matters relating to bonds that the Authority considers appropriate, including:
1. specifying, determining, prescribing, and approving matters, documents, and procedures that relate to the authorization, sale, security, issuance, delivery, and payment of and for the bonds;
2. creating security for the bonds;
3. providing for the administration of bond issues; and
4. taking other actions it considers appropriate concerning the bonds.
(iii) The power granted in subparagraph (ii) of this paragraph is in addition to power conferred on the Authority by this section and does not limit any power of the Authority under this section.
(iv) 1. Subject to subsubparagraph 2 of this subparagraph, the Authority may authorize the Executive Director to take any of the actions described in subparagraph (ii) of this paragraph.
2. If the Authority authorizes the Executive Director to take any of the actions described in subparagraph (ii) of this paragraph, the Authority shall prescribe limits within which the Executive Director may exercise discretion.
(2) The Authority may issue the bonds at one time or in one or more series from time to time.
(3) For each issue of the Authority’s bonds, the Authority shall pass a resolution that:
(i) specifies and describes the project for which the proceeds of the bond issuance are intended;
(ii) generally describes the public purpose and the financing transaction to be accomplished;
(iii) specifies the maximum principal amount of the bonds that may be issued by the Authority; and
(iv) imposes any terms or conditions on the issuance and sale of the bonds that the Authority considers appropriate.
(4) Subject to any provisions for their registration, bonds are negotiable instruments for all purposes regardless of whether they are payable from a special fund.
(5) (i) The bonds may be:
1. serial bonds;
2. term bonds; or
3. both in the discretion of the Authority.
(ii) Subject to any delegation under paragraph (l)(ii) of this subsection, the resolution authorizing bonds may provide:
1. the dates of the bonds;
2. the maturity dates of the bonds;
3. the interest rates on the bonds;
4. the time at which the bonds will be payable;
5. the denominations of the bonds;
6. whether the bonds will be in coupon or registered form;
7. any registration privileges of the bonds;
8. the manner of execution of the bonds;
9. the place at which the bonds will be payable; and
10. any terms of redemption of the bonds.
(iii) The bonds shall mature within a period not to exceed 50 years after the date of
issue.
(iv) The bonds shall be payable in United States currency.
(6) (i) The Authority shall sell the bonds at competitive or negotiated sale in a manner and for a price the Authority determines to be in the Authority’s best interests.
(ii) Bonds are exempt from §§ 8-206 and 8-208 of the State Finance and Procurement Article of the Annotated Code of Maryland.
(7) An officer’s signature or facsimile on a bond remains valid even if the officer leaves office before the bond is delivered.
(8) Pending preparation of the definitive bonds, the Authority may issue interim receipts or certificates that will be exchanged for definitive bonds.
(9) (i) A trust agreement authorizing bonds may contain provisions that are part of the contract with the bondholders.
(ii) The provisions may include:
1. pledging the following to secure payment of bonds, subject to any existing agreements with bondholders:
A. the full faith and credit of the Authority;
B. revenues of a project;
C. a revenue-producing contract the Authority has made with a person or public entity; or
D. the proceeds of the sale of bonds;
2. the rates, rentals, fees, and other charges, the amounts to be raised in each year, and the use and disposition of the revenues;
3. the setting aside of reserves and sinking funds and their disposition;
4. limits on the right of the Authority or the Authority’s agents to restrict and regulate the use of a project;
5. limits on the purpose to which the proceeds of sale of bonds may be applied;
6. limits on issuing additional bonds and refunding bonds and the terms under which additional bonds may be issued and secured;
7. the procedure to amend or abrogate the terms of a contract with bondholders and the requirements for consent;
8. limits on the amount of project revenues to be expended for operating, administrative, or other expenses of the Authority;
9. the acts or omissions that constitute default by the Authority and the rights and remedies of the bondholders in the event of a default;
10. the conveyance or mortgaging of a project and its site to secure the bondholders; and
11. the creation and disposition of a collateral fund for the purpose of securing the bondholders.
(10) The members of the Authority and a person executing the bonds may not be held
liable personally on the bonds.
(u) Trust agreements.
(1) The corporate trustee under a trust agreement may be a trust company or a bank that has the powers of a trust company in or outside the State.
(2) An expense incurred in carrying out the trust agreement or a resolution may be treated as part of the cost of the operation of a project.
(v) Authority’s bond determinations conclusive.
Notwithstanding any other provision of this section, in a proceeding involving the validity or enforceability of a bond or the security for a bond, the determination of the Authority under this section is conclusive and binding.
(w) Bonds as securities.
Bonds are securities:
(1) in which any of the following persons may legally and properly invest moniey, including capital that the person owns or controls:
(i) an officer or unit of the State or a political subdivision;
(ii) a bank, trust company, savings and loan association, investment company, or other person conducting a banking business;
(iii) an insurance company, insurance association, or other person conducting an insurance business;
(iv) a personal representative, guardian, trustee, or other fiduciary; and
(v) any other person; and
(2) that may be deposited with and received by a unit of the State or a political subdivision of the State for any purpose for which the deposit of bonds or obligations of the State is authorized by law.
(x) Bonds not debt or liability of State.
(1) A bond is not:
(i) a debt or liability of the State or a political subdivision of the State; or
(ii) a pledge of the faith and credit of the State or a political subdivision of the State.
(2) Each bond shall state on the face of the bond that neither the State nor a political subdivision of the State is obliged to pay the principal of or interest on the bond except from revenues pledged to the payment of the bond.
(3) The issuance of bonds does not directly, indirectly, or contingently obligate the State or its political subdivisions:
(i) to levy or pledge a tax to pay the bonds; or
(ii) to make an appropriation to pay the bonds.
(4) Nothing in this section prohibits the Authority from pledging its full faith and credit in connection with the issuance of bonds.
(y) Authority’s powers related to projects.
(1) The Authority may:
(i) fix and collect rates, rents, fees, and charges related to a project and for the services related to a project; and
(ii) contract with any person or governmental entity to exercise its authority under this subsection.
(2) The rates, rents, fees, and charges established by the Authority under this subsection shall be fixed and adjusted so that the aggregate amount of the rates, rents, fees, and charges from the project, when added to other available money, is sufficient to:
(i) pay for the expenses of the project;
(ii) pay the principal of and the interest on the bonds that the Authority issued for the project as they become due and payable; and
(iii) create and maintain reserves required or provided for in a trust agreement.
(3) The rates, rents, fees, and charges established by the Authority under this subsection are not subject to supervision or regulation by any unit of the State other than the Authority.
(z) Pledge of revenues.
(1) (i) Any pledge of revenues and other money under subsection (t)(9) of this section is valid and binding from the time the pledge is made.
(ii) 1. The revenue or money that the Authority pledges and receives is subject immediately to the lien of the pledge.
2. Neither physical delivery of the revenue or money nor any other act is required to validate the lien.
(iii) The lien of the pledge is valid and binding against each party with a claim against the Authority in tort, contract, or otherwise, regardless of whether the party has notice of the lien.
(2) The trust agreement and any other agreement or lease creating a pledge under this section need not be filed or recorded, except in the records of the Authority.
(aa) Revenues are trust funds.
(1) Proceeds from the sale of bonds and other revenues received under this section are trust funds to be held and applied solely as provided in this section.
(2) (i) Each officer, bank, or trust company that receives trust money from the Authority under this section shall act as trustee of the money and shall hold and apply the money for the purposes specified under this section.
(ii) The officer, bank, or trust company holding money is subject to:
1. any regulation adopted under this section; and
2. the resolution authorizing the issuance of bonds or the trust agreement.
(bb) Refunding bonds.
(1) (i) The Authority may issue bonds to refund outstanding bonds of the Authority, including paying:
1. any redemption premium;
2. interest accrued or to accrue to the date of redemption, purchase, or maturity of the bonds; and
3. if considered advisable by the Authority, any part of the cost of acquiring or improving property as part of a project.
(ii) Refunding bonds may be issued for any corporate purpose, including:
1. realizing savings in the effective costs of debt service, directly or through a debt restructuring; or
2. alleviating a potential or actual default.
(2) A refunding bond that the Authority issues under this subsection shall be issued in the same manner and is subject to this section to the same extent as any other bond.
(3) The Authority may issue refunding bonds in one or more series in an amount greater than the amount of the bonds to be refunded.
(cc) Bond anticipation notes.
(1) The Authority may issue negotiable bond anticipation notes in anticipation of the sale of bonds for any corporate purpose.
(2) Bond anticipation notes issued under this subsection shall be issued in the same manner as bonds.
(3) Bond anticipation notes issued under this subsection and the resolution authorizing them may contain any provisions, conditions, or limitations that may be included in a trust agreement.
(4) The Authority may issue bond anticipation notes to pay any other bond anticipation notes.
(5) Bond anticipation notes shall be paid from:
(i) revenues of the Authority;
(ii) money available and not otherwise pledged; or
(iii) the proceeds of the sale of the bonds in anticipation of which the notes were
issued.
(dd) Conveyance of title.
(1) The Authority shall convey title to property relating to a project and release collateral in accordance with this subsection when the following conditions are met:
(i) 1. the principal of and interest on bonds issued to finance the project, including any refunding bonds, have been fully paid and retired; or
2. adequate provision has been made to fully pay and retire the bonds;
(ii) all other conditions of the trust agreement have been satisfied; and
(iii) the lien of the trust agreement has been released.
(2) On satisfaction of the conditions under paragraph (1) of this subsection, the Authority promptly shall execute any deeds, conveyances, releases, and documents and take any other action necessary to convey title to the property and release collateral free of all liens and encumbrances created through the Authority.
(ee) Protection and enforcement of bondholders’, etc., rights,
(1) A bondholder, a holder of any coupons attached to bonds, or a trustee under a trust agreement securing the bonds may sue to:
(i) protect and enforce rights under laws of the State or a trust agreement; and
(ii) enforce and compel the performance of duties by the Authority or its officer, employee, or agent that this section or a trust agreement requires, including fixing and collecting rates, rents, fees, and charges that the trust agreement requires to be fixed and collected.
(2) The rights under this subsection are subject to any trust agreement.
Section 2. And be it further ordained, That the Laws of Baltimore City read as follows:
Baltimore City Code
Article 5. Finance, Property, and Procurement
Subtitle 22. Land Bank Authority
Part I. Definitions; General Provisions
§ 22-1. Definitions.
(a) In general.
In this subtitle, the following words have the meanings indicated.
(b) Abandoned property.
“Abandoned property” means:
(1) an unoccupied structure or vacant lot on which taxes are in arrears for at least 2 years;
(2) a building:
(i) that is unoccupied by owner or tenant;
(ii) that is unfit for habitation;
(iii) that has deteriorated to the point where:
(A) the building is structurally unsound; or
(B) the cost of rehabilitation significantly exceeds the post
rehabilitation market value; and
(iv) regarding which the owner has been issued a violation notice from the City requiring the owner to:
(A) rehabilitate the building to conform to minimum
habitability requirements under the City Building Code; or
(B) demolish the building for health and safety reasons; or
(3) a lot on which a building has been demolished.
(c) Authority.
“Authority” means the Land Bank Authority of Baltimore City.
(d) Best outcome.
“Best outcome” means the ideal ownership and use of a property, taking into consideration the following criteria:
(1) economic and social benefit to the community and its current residents;
(2) promotion of equity for community residents;
(3) improved safety and appearance of the property;
(4) preservation of institutions that honor history and preservation of culture;
(5) neighborhood stability; and
(6) advancement of the City’s goals, as described in § 22-3 {“Purposes of subtitle”}.
(e) Board.
“Board” means the Board of Directors of the Authority.
(f) Building.
“Building” means a structure or edifice of any kind constructed for the shelter, support, or enclosure of persons, animals, chattels, or operations.
(g) Enabling Act.
“Enabling Act” means Article II, _ (65) of the Baltimore City Charter.
(h) Equity.
“Equity” has the meaning stated in City Code Article 1, § 39-1(c) {“Definitions: Equity”}.
(i) Project.
“Project” has the meaning stated in Article II, § (65) of the Baltimore City Charter.
(j) Property.
“Property” or “properties” means 1 or more parcels of real property.
(k) Tax sale property.
“Tax sale property” has the meaning stated in City Charter
Article II § (65)(a)(9) {“Land Bank Authority: Definitions: Tax sale property”}.
(l) Tax-delinquent property.
“Tax-delinquent property” means any property on which the taxes levied and assessed by any party remain in whole or in part unpaid on the date due and payable.
(m) Vacant lot.
“Vacant lot” means an individual parcel of property that is unimproved by an assessed building.
§ 22-2. Construction.
(a) Liberal construction.
This subtitle shall be liberally construed to accomplish its purposes.
(b) Powers supplemental.
The powers granted to the Authority by or under this subtitle shall be construed as supplemental and in addition to any other powers granted to the Authority under any State or City law.
§ 22-3. Purposes of subtitle.
The purpose of this subtitle is to further and enhance the City’s equitable development goals, including:
(1) eliminating abandoned property through redevelopment or demolition;
(2) sustaining neighborhood viability;
(3) creating affordable and mixed-income homeownership and rental opportunities;
(4) creating opportunities for affordable retail and commercial spaces;
(5) minimizing displacement of neighborhood residents;
(6) facilitating economic and community development;
(7) redeveloping neighborhoods that have been historically overlooked by investors and revitalization initiatives;
(8) increasing the City’s population; and
(9) promoting the fiscal stability of the City’s individual neighborhoods.
Part II. Establishment
§ 22-4. Authority - Establishment.
There is a Land Bank Authority of Baltimore City, established under the Enabling Act as a body corporate and politic.
§ 22-5. Authority - Corporate organization.
The Authority is a non-profit entity created for the purposes set forth in its Articles of Incorporation, the Enabling Act, and this subtitle.
§ 22-6. Board of Directors - Establishment.
(a) In general.
The powers of the Authority are exercised by the Board of Directors.
(b) Composition.
(1) In general.
The Board of Directors shall consist of 11 members.
(2) Ex-officio members.
4 members shall be the following City officials or their respective designees:
(i) the Mayor of Baltimore City;
(ii) the President of the Baltimore City Council;
(iii) the City Comptroller; and
(iv) the Commissioner of Housing and Community Development.
(3) Appointed members.
The following 7 members shall be appointed by the Mayor pursuant to Article IV, § 6 of the City Charter:
(i) 1 member with experience in housing finance;
(ii) 1 member with experience in fair housing or equitable development;
(iii) 1 non-profit real estate developer;
(iv) 1 for-profit real estate developer;
(v) 1 real estate professional, title attorney, or real estate appraiser licensed by the State of Maryland; and
(vi) 2 individuals living in Neighborhood Statistical Areas determined by the Baltimore City Department of Planning, where 10% or more of the properties are abandoned or were abandoned in the past 10 years.
(c) Diversity.
The Board members shall reflect a mix of demographics that are representative of the diversity of the City.
(d) Qualifications.
Each appointed member of the Board must be:
(1) a person of ability and integrity; and
(2) a registered voter of Baltimore City throughout the member’s service on the Board.
(e) Powers.
The Authority has the powers enumerated in the Enabling Act.
(f) Vacancies; Term limits.
(1) Members shall serve for a term of 4 years concurrent with the Mayor’s term of office.
(2) At the end of a term, an appointed member shall continue to serve until
the member’s successor is appointed.
(3) A member who is appointed after the Mayor’s term has begun shall only serve for the rest of the term and until the member’s successor is appointed and qualifies.
(4) Members may be appointed to succeed themselves; however, an appointed member may not serve more than 2 consecutive full terms.
(g) Removal.
(1) Each appointed member is subject to removal by the Board only for:
(i) incompetence;
(ii) neglect of duty; or
(iii) the failure to attend 50% of the scheduled in-person or virtual official Board meetings during any period of 12 consecutive months.
(2) Subject to paragraph (1) of this subsection, a member may be removed by a majority vote of the members of the Board.
(h) Compensation and expenses.
A person may not receive compensation for service as a Board member, but the Board may establish rules governing payment of or reimbursement for expenses incurred by a member in the discharge of his or her duties.
(i) Officers; staff.
From among its members, the Board shall elect:
(1) a Chair;
(2) a Vice Chair;
(3) a Treasurer;
(4) a Secretary; and
(5) any other officers the Board requires.
(j) Quorum and voting.
50% of the total members of the Board constitutes a quorum and an affirmative vote of a majority of those present is needed for any action by the Board.
(k) Open governance.
(1) Meetings.
All meetings of the Board must be conducted in accordance with:
(i) the State Open Meetings Act {State General Provisions Article, Title 3}; and
(ii) City Code Article 1, Subtitle 6 {“Meetings of Boards and Commissions”}.
(2) Records.
All records of the Authority:
(i) must be open to public inspection in accordance with the State Public Information Act {State General Provisions Article, Title 4}; and
(ii) are subject to City record management law under City Code Article 1, Subtitle 10.
(l) Ethics.
The Board of Directors and staff of the Authority must comply with ethics and financial disclosure procedures established by City Code Article 8.
§ 22-7. Executive Director.
(a) Executive Director.
The Executive Director:
(1) is the chief executive officer of the Authority;
(2) may not be a member of the Board; and
(3) shall serve at the pleasure of the Board.
(b) Qualifications.
The Executive Director shall:
(1) be a resident of Baltimore City;
(2) have at least 5 years’ experience in housing, finance, property management, real estate, or community development;
(3) have at least 5 years’ experience in land bank operations or the acquisition and disposition of abandoned property; and
(4) have executive and supervisory experience.
(c) Duties.
In addition to any other rights, powers, and duties granted by the Board, the Executive Director shall:
(1) supervise and manage the day-to-day operations of the Authority and its employees and contractors;
(2) prepare the Authority’s various plans and reports for review and approval by the Board;
(3) implement the financial plan described under § 22-23 of this subtitle and arrange for the collection, deposit, and disbursement of all charges and revenues of the Authority;
(4) develop, for the Board’s approval, procedures and processes needed to perform the functions of the Authority; and
(5) complete other duties, as may be assigned by the Board.
(d) Delegation.
(1) The Board may delegate to 1 or more of its agents or employees any of the Authority’s powers that the Board considers necessary to carry out this subtitle.
(2) The powers that may be delegated under this subsection include the power to execute:
(i) a deed;
(ii) a mortgage;
(iii) a contract;
(iv) a lease;
(v) a purchase contract; or
(vi) another:
(A) agreement;
(B) document; or
(C) instrument.
Part III. Powers and Duties
§ 22-8. In general.
Except as limited by the Authority’s Articles of Incorporation, the Authority has all the powers set forth in City Charter Article II § (65) {“Land Bank Authority”}.
§ 22-9. Role in financing.
(a) In general.
Without limiting the powers outlined in City Charter Article II § (65) {“Land Bank Authority”}, the Authority may create a fund pledging assets to leverage private investment to fulfill the purposes of this subtitle.
(b) Loans and grants.
The Authority may make loans or grants to assist with financing projects.
(c) Applications.
Grant and loan applications shall be in the form required by the Authority.
(d) Facilitate financing.
The Authority may enter into partnerships with other entities to facilitate financing of projects.
§ 22-10. Rules and regulations.
(a) In general.
Subject to Title 4 {“Administrative Procedure Act - Regulations”} of the City General Provisions Article, the Board shall adopt rules and regulations to carry out this subtitle.
(b) Regulatory inclusions.
The regulations required by this section shall include regulations governing:
(1) the source of properties conveyed to the Authority;
(2) disposition policies and pricing; and
(3) public notification and participation; and
(4) property disposition priorities that:
(i) meet the goals and objectives of the Authority; and
(ii) are consistent with the City’s established plans and policies where applicable, including master plans, urban renewal plans, and established economic development initiatives and projects.
§ 22-11. Acquisition, sale, and renovation.
(a) Scope.
Property acquired, owned, or sold under this section must be located within Baltimore City.
(b) Acquire, own, or sell.
Without need for any further approval of the Mayor and City Council of Baltimore, the Authority may:
(1) acquire property or rights or interests in property, directly or through a person or governmental entity, by gift, devise, transfer, exchange, foreclosure, purchase, or otherwise on terms and conditions and in a manner the authority considers proper;
(2) own property in the Authority’s name, including tax foreclosed property and property without clear title;
(3) sell, lease as lessor, transfer, and dispose of the Authority’s interest in property;
(4) procure insurance against loss in connection with the property, assets, or activities of the Authority; and
(5) execute deeds, mortgages, contracts, leases, purchases, or other agreements regarding the property of the Authority.
(c) Properties suitable for renovation.
(1) In general.
The Authority may identify properties suitable for renovation, develop a written scope of renovations, and then post the property for sale.
(2) Buyers.
The Authority may sell the property on a negotiated basis to pre-screened, interested buyers that demonstrate their capacity to complete the scope of renovation.
(d) Land disposition policy.
In disposing of property, the Authority shall consider the best outcomes for the neighborhood and the City, not necessarily the highest bid.
(e) Land disposition agreements.
Each disposition of the Authority’s property or interest in property shall be accompanied by a land disposition agreement that includes terms regarding:
(i) property maintenance;
(ii) property outcomes and uses; and
(iii) defined and tangible benefits from the transaction to the community.
(f) Failure to comply with agreement.
The Authority may re-enter a property and take any and all action necessary to take possession of the property and to terminate the estate conveyed to the buyer in the event that a buyer defaults on its obligations, conditions, or covenants under a land disposition agreement entered into with the Authority:
(i) subsequent to conveyance by the Authority; and
(ii) prior to the completion of improvements,
(g) Causes of action.
The Authority may take the actions authorized under subsection (f) of this section if a buyer:
(1) fails to obtain permits as agreed; or
(2) fails to:
(i) commence construction or rehabilitation;
(ii) diligently pursue construction or rehabilitation; or
(iii) complete construction or rehabilitation in the time agreed.
(h) Title to revest.
In the event the estate conveyed to the buyer is terminated, the title to the property shall immediately revest to the Authority.
§ 22-12. Equitable disposition of property.
(a) Process established.
The Authority shall establish an equitable disposition process that promotes the best outcome for the neighborhood.
(b) Neighborhood boundaries identified.
The Department of Planning shall work with the Authority to identify the boundaries of the community in which the being disposed of by the Authority is located.
§ 22-13. Property use and improvements.
With respect to property held or owned by the Authority, the Authority may:
(1) grant or acquire a license, easement, or option;
(2) fix, charge, and collect rents, fees, and charges for use of the property;
(3) take any action, provide any notice, or institute any proceeding required to clear or quiet title in order to establish ownership by and vest title to property in the Authority;
(4) correct violations of State and City building, fire, health, and related codes;
(5) create, own, control, or be a member of a corporation, limited liability company, partnership, or other entity, whether operated for profit or not for profit, for the purposes of developing property in order to maximize marketability; and
(6) hold, manage, maintain, operate, repair, lease as lessor, secure, prevent the waste or deterioration of, demolish, and take all other actions necessary to preserve the value of the property it holds or owns.
§ 22-14. Protecting property and interests.
The Authority shall be made a party to, and shall defend any action or
proceeding concerning, claims against property held by the Authority.
§ 22-15. Public notice.
(a) Notice required.
When the Authority intends to dispose of property to a person, the Authority shall provide notice to the public of the pending disposition.
(b) Content of notice.
The notice described in subsection (a) of this section shall be in a standard form and shall contain:
(1) a statement that the Authority intends to dispose of the property;
(2) a description of the proposed use of the property;
(3) a statement that any questions or comments about the proposed disposition must be submitted to the Authority in a specified manner; and
(4) a statement that any questions or comments about the proposed disposition must be submitted to the Authority within a specified time not to exceed 14 calendar days after the notice was posted or sent.
(c) Notice of disposition of a single property.
The authority shall provide notice by first class United States mail to the owners of record of the properties that directly adjoin the property of which the Authority intends to dispose.
(d) Notice of disposition of multiple or large properties.
When the Authority intends to dispose to the same person 3 or more properties on the same block or a single property measuring 5,000 square feet of lot area or more, the Authority shall send the same notice described in subsection (b):
(1) to the owners of record of the properties that are located on the same block as the property of which the Authority intends to dispose;
(2) to the owners of record of the properties directly across the street from the front side of the property of which the Authority intends to dispose;
(3) to the member of the City Council who represents the district in which the property is located; and
(4) to the community association or associations whose boundaries are identified by the Department of Planning as including the property.
§ 22-16. Public meeting.
(a) In general.
When the Authority is considering a solicitation for 3 or more properties in a block or a property measuring 5,000 square feet of lot area or more, the Authority shall hold at least 1 public meeting in the neighborhood where the property or properties are located.
(b) Notice of meeting.
The Authority shall provide notice of the public meeting using the methods described in § 22-18 at least 7 calendar days before the date of the meeting.
(c) Minutes.
Staff of the Authority shall record minutes at the public meeting and obtain copies of any written testimony submitted at the public meeting.
(d) Review of minutes.
The Board shall review the minutes and written testimony from the public meeting regarding the property described in subsection (a) of this section before making any final decisions regarding disposition of the property.
§ 22-17. Inventory of property.
(a) In general.
The Authority shall maintain an inventory of all property owned by the Authority.
(b) Publication.
The Authority shall make the property inventory available to the public by:
(1) posting the property inventory on the Authority’s website, together with a listing of all property previously disposed of by the Authority; and
(2) publishing the property inventory in print at least 2 times a year and distributing at least 2 copies to each branch of the Enoch Pratt Free Library for public access.
§ 22-18. Tax liens - General powers.
The Authority may exercise the powers granted to the City under §§ 14-825 through 14-831 of the Tax-Property Article of the Annotated Code of Maryland.
§ 22-19. Tax liens - Transfer in lieu of foreclosure.
(a) When authorized.
Following an unsuccessful attempt by the City to collect outstanding liens at tax sale and subject to the approval of the Department of Finance, the Authority may accept from a person with a majority interest in a
tax-delinquent property or tax sale property a deed or assignment conveying that person’s interest in the property instead of the foreclosure or sale of the property for delinquent taxes, penalties, and interest, as defined by § 14-801(d) of the Tax-Property Article of the Annotated Code of Maryland.
(b) Affect on other liens, interests.
Except as otherwise provided by law, conveyance of property by deed instead of foreclosure under this section does not affect or impair any other lien against the property or any existing recorded or unrecorded interest in the property, including:
(1) future installments of special assessments;
(2) liens recorded by the State;
(3) easements or rights-of-way;
(4) private deed restrictions;
(5) security interests and mortgages; or
(6) tax liens of other taxing jurisdictions that do not consent to a release of their liens.
§ 22-20. Tax liens - Release of lien.
A tax lien against property held by or under the control of the Authority may be released or abated at any time by:
(1) the City, with respect to a lien held by the City; or
(2) the State Comptroller, with respect to a State tax lien.
§ 22-21. Funds received by Authority.
(a) Return to City.
Monies received by the Authority as payment of taxes, penalties, or interest, or from the redemption or sale of property subject to a tax lien shall be returned to the City.
(b) Retained by Authority.
Other proceeds received by the Authority may be retained by the Authority for the purposes of this subtitle, unless otherwise designated by:
(1) this subtitle;
(2) the provisions of a deed;
(3) any other law; or
(4) an agreement of the Authority.
§ 22-22. Deposit of funds; audits and examinations; financial statement.
(a) Deposits.
The Authority’s treasurer must deposit and invest all monies received by the Authority in one or more financial institutions, consistent with the requirements of State Local Government Article, _ 17-204 {“Local government investment guidelines: Adoption and requirements”}.
(b) Audits.
(1) The Authority must:
(i) maintain adequate books and records;
(ii) within 120 days after the end of each fiscal year, prepare audited financial statements in accordance with generally accepted governmental accounting principles; and
(iii) every 4 years, submit to a full and independent audit by a certified public accountant or a partnership of certified public accountants who:
(A) are licensed by the State Board of Public Accountancy;
(B) are not employed by the Authority or the Mayor and City Council of Baltimore City.
(2) A copy of the audited financial statements and the independent audit must be delivered to the Mayor, the President of the City Council, the Comptroller, and the Board of Estimates.
(c) Examination by Department of Audits.
The Department of Audits may examine, at any time, the Authority’s books, accounts, and records.
§ 22-23. Financial plan; annual reports.
(a) Fiscal year.
The Authority’s fiscal year is the same as the City’s fiscal year.
(b) Periodic reports.
(1) The Authority shall report on its activities:
(i) to the Mayor and City Council on or before January 1st of each year;
(ii) to the Mayor and City Council on or before July 1st of each year; and
(iii) annually to the General Assembly, in accordance with § 2-1246 of the Annotated Code of Maryland’s State Government Article.
(2) These reports shall include the following for the reporting period:
(i) the address of each property in the Authority’s inventory;
(ii) the cost and method of the acquisition of each property in the Authority’s inventory;
(iii) whether each property in the Authority’s inventory is an vacant lot or an abandoned building;
(iv) the date on which the Authority acquired each property in the Authority’s inventory;
(v) information regarding property dispositions, including:
(A) the addresses of properties disposed;
(B) the date on which each property was disposed;
(C) the amount of proceeds the Authority received after
disposition of each property; and
(D) whether each property disposed of by the Authority is a
vacant lot or an abandoned building.
(vi) a summary of compliance with land disposition agreements;
(vii) the number and addresses of properties sold by the Authority that have obtained a Certificate of Occupancy or Temporary Certificate of Occupancy as described in § 111 {“Occupancy permit; Certificate of completion”} of the Baltimore City Building Code;
(viii) the status of judicial reviews of disputed decisions, if any;
(ix) the Authority’s budget and financial statement;
(x) any other information the Authority deems important for transparency; and
(xi) any other information request by:
(A) the Mayor;
(B) the City Council; or
(C) the General Assembly.
(3) (i) Within 30 days of the submission of the report required by this subsection to the Mayor and City Council, the City Council or an appropriate committee of the City Council shall hold a hearing on the report.
(ii) The hearing required by this paragraph shall:
(A) be separate and distinct from any ordinary and routine hearing that may be held on the Authority’s budget in consideration of the annual Ordinance of Estimates; and
(B) include allowances for public testimony; and
(iii) On the date of the submission of the report required by this subsection, the Authority shall post a copy of the report on the Authority’s website.
Part IV. Attributes
§ 22-24. Immunities.
(a) Same as City.
The Authority has the same immunities as Baltimore City.
(b) No personal liability.
No member of the Board or employee of the Authority may be held personally liable for the obligations of the Authority, and the rights of creditors may be exercised solely against the Authority.
§ 22-25. Exemptions.
(a) Authority property, activities, and revenues.
(1) Except as otherwise provided in this subsection, the Authority is exempt from any requirement to pay State or local taxes or assessments on the Authority’s properties or activities or on any revenue from those properties or activities.
(2) Property property that the Authority sells or leases to a non-exempt entity is subject to State and local property taxes from the time of the sale or lease.
(b) Transaction fees.
A clerk of the court and a register of deeds may not charge a recordation tax, transfer tax, or other fee to record a document evidencing the transfer of property to the Authority by the State or the City.
§ 22-26. Limitations.
This subtitle does not authorize the Authority to:
(1) exercise the power of eminent domain; or
(2) levy any tax or special assessment.
Part V. Judicial Review
§ 22-27. Judicial review.
(a) By Circuit Court
Any person who is aggrieved by a final decision of the Authority may seek judicial review of that action by petition to the Circuit Court for Baltimore City in accordance with the Maryland Rules of Procedure.
(b) By Appellate Court of Maryland.
A party to the judicial review may appeal the court’s final judgment to the Appellate Court of Maryland in accordance with the Maryland Rules.
Article 8. Ethics
Subtitle 2. Definitions; General Provisions
§ 2-2. “Agency”.
(a) In general.
“Agency” means any department, board, commission, council, authority, committee, office, or other unit of City government.
(b) Inclusions.
“Agency” also includes:
(1) Baltimore Children and Youth Fund;
(2) Baltimore City Parking Authority;
(3) Baltimore Development Corporation;
(4) Baltimore Police Department;
(5) Enoch Pratt Free Library of Baltimore City;
(6) Housing Authority of Baltimore City;
(7) Local Development Council, South Baltimore Video Lottery Terminal;
(8) Pimlico Community Development Authority;
(9) South Baltimore Gateway Community Impact District Management Authority; [and]
(10) Land Bank Authority of Baltimore City; and
(11) [(10)] any individual not embraced in a unit of City government who exercises
authority comparable to that of the head of a unit of City government.
§ 2-3. “Board”.
(a) In general.
“Board” means any board, commission, council, authority, committee, or other unit of City government that comprises 2 or more members, all of whom are appointed and serve on a part-time basis.
(b) Inclusions.
Board” also includes:
(1) Board of Commissioners of the Housing Authority of Baltimore City;
(2) Board of Directors of the Baltimore Children and Youth Fund;
(3) Board of Directors of the Baltimore City Parking Authority;
(4) Board of Directors of the Baltimore Development Corporation;
(5) Board of Directors of the Land Bank Authority of Baltimore City;
(6) [(5)] Board of Directors of the South Baltimore Gateway Community Impact District Management Authority;
(7) [(6)] Civilian Review Board of Baltimore City;
(8) [(7)] Local Development Council, South Baltimore Video Lottery Terminal; and
(9) [(8)] Pimlico Community Development Authority.
Subtitle 7. Financial Disclosure
§ 7-8. Persons required to file - Agency officials and staff.
Except as provided in § 7-10 {“Person filing with State”} of this subtitle, the following officials and employees must file the financial disclosure statements required by this subtitle:
. . .
[(23) {Reserved}]
(23) [(24)] Labor Commissioner, Office of.
(i) Labor Commissioner.
(ii) Deputy Labor Commissioner.
(24) Land Bank Authority.
(i) Members of Board of Directors.
(ii) Executive Director.
(iii) All non-clerical employees of Authority.
Section 3. And be it further ordained, That:
(a) There is an Interim Board for the Land Bank Authority of Baltimore City.
(b) The rules and procedures governing the Interim Board are as follows:
(1) The Interim Board consists of the following individuals:
(i) The Mayor of the City of Baltimore or the Mayor’s designee;
(ii) The President of the City Council or the President’s designee;
(iii) The Baltimore City Comptroller;
(iv) The Sponsor of this Ordinance;
(v) Bree Jones;
(vi) Carrie Banizewski;
(vii) Ernst Valery; and
(viii) Nneka Namndi;
(ix) Jon Laria;
(2) The Interim Board is immediately seated upon enactment of this Ordinance;
(3) The Interim Board members serve for a period not to exceed 6 months;
(4) On a member’s resignation, expiration of term, or removal in accordance with the Land Bank Authority’s bylaws, a successor shall be elected by the remaining members of the Interim Board; and
(5) Interim Board members may be nominated for the Board of Directors.
(c) The duties and responsibilities of the Interim Board are as follows:
(1) File the Articles of Incorporation with the State of Maryland and apply for 501c3 status with the United States Internal Revenue Service;
(2) Draft proposed bylaws for the Land Bank Authority of Baltimore City;
(3) Hire consultants to advise on the implementation of the Authority and to ensure a smooth transition from the Interim Board to the Board of Directors;
(4) Begin the search for the Executive Director;
(5) Prepare the proposed operations plan and budget;
(6) Prepare first semi-annual report and financial plan, which may be for less than a full fiscal year on initial submission, and submit to the Mayor and City Council;
(7) Negotiate and execute a Memorandum of Understanding between the Authority and the Mayor and City Council that expressly states that the Mayor and City Council delegates the authority to sell, without approval by the Board of Estimates, property owned by the Mayor and City Council;
(8) Oversee the establishment of the Authority’s permanent Board of Directors; and
(9) Any other duties as needed during the interim period to fulfill the purposes of this Ordinance.
(d) The Interim Board may allocate an additional 5% of its Fiscal Year 2024 budget for one-time administrative costs incurred directly as a result of the transition from the Interim Board to the permanent Board of Directors.
Section 4. And be it further ordained, That the Articles of Incorporation for the Land Bank Authority of Baltimore City, as attached to this Ordinance, are approved.
Section 5. And be it further ordained, That within 120 days after the appointment of an Executive Director, the Board of Directors shall submit the Authority’s proposed rules and regulations to carry out the powers granted by Article 5, § 22-42 to the Board of Estimates for review.
Section 6. And be it further ordained, That this Ordinance takes effect on the date it is enacted.
Section 7. And be it further ordained, That this Ordinance shall be re-authorized by the Mayor and City Council 15 years after it is enacted.
Proposed Articles of Incorporation
Articles of Incorporation
of
The Land Bank Authority of Baltimore City, Inc.
(A non-stock, not-for-profit corporation)
First: The undersigned, _________________________, whose post office address is _____________________, Baltimore, Maryland _______, being at least 18 years old, forms a non-profit, non-stock corporation under the laws of the State of Maryland.
Second: The name of the corporation (the “Corporation”) is
The Land Bank Authority of Baltimore City, Inc.
Third: The Corporation is organized exclusively for charitable, educational and nonprofit purposes as divided in Section 501(c ) (3) of the Internal Revenue Code or the corresponding section of any future tax code.
Fourth: The Corporation is formed under Baltimore City Charter Article II § 65
with the following powers and those powers are subject to Article II § 65 or any
corresponding section of the City Charter. The powers are:
(i) adopt bylaws for the conduct of business of the Authority;
(ii) sue and be sued;
(iii) maintain an office at a place the Authority designates;
(iv) borrow money;
(v) issue bonds and other obligations for any corporate purpose in accordance with this section or an ordinance adopted under this section;
(vi) invest money of the Authority in instruments, obligations, securities, or real property;
(vii) enter into contracts and execute the instruments or agreements necessary or convenient to carry out this section or an ordinance adopted under this section to accomplish their purposes; (viii) solicit and accept gifts, grants, loans, or other assistance in any form from any public or private source, subject to the provisions of this section or any ordinance adopted under this section;
(ix) participate in any way in a program of the federal government, the State, a political subdivision of the State, or an intergovernmental entity created under the laws of the State;
(x) contract for goods and services;
(xi) study, develop, and prepare reports or plans to assist in the Authority’s exercise of
powers and to monitor and evaluate the Authority’s progress;
(xii) contract with public or private entities for the provision of services necessary for the
management and operation of the Authority;
(xiii) provide acquisition, management, and sale services to Baltimore City for City- owned real property;
(xiv) create, own, control, or be a member of a corporation, limited liability company, partnership, or other person, whether operated for profit or not for profit, for the purposes of developing real property in order to maximize marketability;
(xv) exercise a power usually possessed by a private corporation in performing similar functions unless to do so would conflict with State law;
(xvi) do all things necessary or convenient to carry out the powers expressly granted by this section or by an ordinance adopted under this section;
(xvii) undertake other projects, programs, and activities including, for these purposes, the making of distributions to organizations that qualify as exempt organizations under § 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code;
(xviii) delegate to a member or officer a power granted to the Authority by this section, including the power to execute a bond, obligation, deed, lease, mortgage agreement, or other document or instrument;
(xiv) acquire, directly or through a person or governmental entity, by gift, devise, transfer, exchange, foreclosure, purchase, or otherwise on terms and conditions and in a manner the Authority considers proper, real property or rights or interests in real property;
(xv) own in the Authority’s name real property acquired by or conveyed to the Authority by the State, a local government, an intergovernmental agency created under the laws of this State, or any other public or private person, including tax foreclosed real property and real property without clear title;
(xvi) sell, lease as lessor, transfer, and dispose of the Authority’s real property or interest in real property;
(xvii) procure insurance against loss in connection with the real property, assets, or activities of the Authority; and
(xviii) execute deeds, mortgages, contracts, leases, purchases, or other agreements regarding the real property of the Authority.
Fifth: The street address of the principal office of the Corporation in the City of Baltimore and in Maryland is ________________________________________ .
Sixth: The name of the Resident Agent of the Corporation in the City of Baltimore and in Maryland is ________________________. The office address of the Corporation’s Resident Agent is _________________________________________.
Seventh: The Corporation has no authority to issue capital stock. The Directors of the Corporation shall be the only members. Qualifications for membership may not be restricted on the basis of age, race, sex, sexual orientation, religion, or national origin.
Eighth: The number of Directors of the Corporation are 11, with the initial number of Directors being 9.
Ninth: The number of Directors of the Corporation are 11, which number may be increased or decreased pursuant to the Baltimore City Code and the Bylaws of the Corporation. Each of the Directors has 1 vote. The names of the initial Directors, who shall act until the first annual meeting or until their successors are chosen are:
The Mayor of Baltimore City or Mayor’s designee, whose address in Baltimore City is _________________________.
The President of the Baltimore City Council or the President’s designee, whose address in Baltimore City is ______________________________.
The Baltimore City Comptroller or the Comptroller’s designee, whose address in Baltimore City is _______________________________.
City Councilwoman Odette Ramos, whose address in Baltimore City is ______________________________________.
Bree Jones, whose address in Baltimore City is ___________________.
Carrie Banizewski, whose address in Baltimore City is ___________________.
Ernst Valery, whose address in Baltimore City is ___________________.
Nneka Namndi, whose address in Baltimore City is ___________________.
Jon Laria, whose address in Baltimore City is ___________________.
Tenth: The Corporation is not organized for pecuniary profit. The Corporation has no power to declare dividends. No part of the net earning of the Corporation may inure to the benefit of, nor be distributed to, any member, director, officer, or other individual, except that the Corporation is authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles.
Eleventh: Except as provided in § 501(c)(3) of the Internal Revenue Code, no substantial part of the activities of the Corporation may be the carrying on of propaganda or otherwise attempting to influence legislation. The Corporation may not participate in, nor intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions, the Corporation may not carry on any activities not permitted to be carried on by:
(i) a corporation exempt from federal income tax under § 501(c)(3) of the Internal Revenue Code; or
(ii) a corporation, contributions to which are deductible under § 170(c)(2) of the Internal
Revenue Code.
Twelfth: If the Corporation is dissolved or ended for any reason, the net assets of the
Corporation, after paying all of its liabilities as required by law, shall be distributed exclusively to the Mayor and City Council of Baltimore City.
Thirteenth: At the discretion of the Mayor and City Council, the duration and
existence of the Corporation may terminate the Authority by Ordinance.
Fourteenth: These Articles of Incorporation may be amended by an Ordinance of the
Mayor and City Council of Baltimore City.
Fifthteenth: The Corporation may indemnify any and all of its current and future directors, officers, employees, and agents as provided in the Bylaws of the Corporation.
In Witness Whereof, I have signed these Articles of Incorporation and acknowledged them to be my act on this _______ day of _____________, 2023.
I hereby consent to my designation in
Signature of Incorporators this document as resident agent for this corporation.
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_____________________________ Filing Party’s return address:
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