In this subtitle the following words have the meanings indicated. “Board” means the Board of Directors of the Corporation. “Bond” means a bond or note issued on behalf of the Corporation. “Bond” includes: a bond anticipation note; a revenue anticipation note; a grant anticipation note; a refunding bond; a note in the nature of commercial paper; and any other evidence of indebtedness issued on behalf of the Corporation, whether a general or limited obligation of the Corporation. “Corporation” means the Bainbridge Development Corporation. “Cost” includes: the purchase price of a project; the cost to acquire any right, title, or interest in a project; the amount to be paid to discharge each obligation necessary or desirable to vest title to any part of a project in the Corporation or other owner; the cost of any improvement; the cost of any property, right, easement, franchise, and permit; the cost of labor and equipment; financing charges; interest before and during construction and, if the Corporation determines, for a limited period after the completion of construction; reserves for principal and interest and for improvements; the cost of revenue estimates, engineering and legal services, plans, designs, specifications, surveys, investigations, demonstrations, studies, estimates of cost, and other expenses necessary or incident to determining the feasibility of an acquisition or improvement of a project; administrative expenses; and other expenses necessary or incident to: financing a project; acquiring, improving, and marketing a project; placing a project in operation, including reasonable provision for working capital; and operating and maintaining a project. “County Commissioners” means the Board of County Commissioners of Cecil County. “Finance” includes refinance. “Improve” means to add, alter, construct, equip, expand, extend, improve, install, reconstruct, rehabilitate, remodel, or repair. “Improvement” means addition, alteration, construction, equipping, expansion, extension, improvement, installation, reconstruction, rehabilitation, remodeling, or repair. “Person” has the meaning stated in § 9-101 of this article. “Person” also includes a political subdivision. “Project” means an undertaking to establish economic activity on property conveyed to the Corporation known as the Bainbridge Naval Training Center, including the historic Tome School for Boys, at Port Deposit, Maryland, whether or not a facility or property used or useful in connection with the undertaking may be financed by bonds, the interest on which is exempt from taxation under federal law. “Project” includes: property and rights related to the property, appurtenances, rights-of-way, franchises, and easements; infrastructure, equipment, and furnishings; property that is functionally related and subordinate to a project; and patents, licenses, and other rights necessary or useful in the construction or operation of a project. “Revenues” means: the income, revenue, and other money the Corporation receives from or in connection with a project; and all other income of the Corporation. “Revenues” includes grants, rentals, rates, fees, and charges for the use of services furnished or available.

There is a Bainbridge Development Corporation. The Corporation is a body politic and corporate and is an instrumentality of the State. The exercise by the Corporation of a power under this subtitle is the performance of an essential governmental function.

A Board of Directors shall manage the affairs of the Corporation and exercise all of the powers of the Corporation. The Board consists of the following 15 members: eight members appointed by the County Commissioners as follows: two members recommended by the Mayor and Town Council of Port Deposit; two members recommended by the State legislative delegation of Cecil County; and four members at large; the Director of the Cecil County Department of Economic Development; and six nonvoting ex officio members as follows: the Secretary, or the designee of the Secretary; the Secretary of General Services, or the designee of the Secretary of General Services; the Executive Director of the Maryland Economic Development Corporation; the Director of the Maryland Historical Trust; the President of the County Commissioners; and the Mayor of Port Deposit. The term of a member of the Board appointed under subsection (b)(1) of this section is 4 years. The terms of appointed members are staggered as required by the terms provided for members of the Board on October 1, 2008. At the end of a term, a member continues to serve until a successor is appointed. A member who is appointed after a term has begun serves only for the rest of the term and until a successor is appointed.

From among its members, the Board shall elect a chair, a vice chair, and a treasurer.

Five members of the Board are a quorum. An affirmative vote of at least five members is needed for the Board to act.

Subject to the approval of the County Commissioners, the Board shall appoint an Executive Director. The Executive Director serves at the pleasure of the Board. The Board shall determine the salary of the Executive Director. The Executive Director is the chief administrative officer of the Corporation. The Executive Director shall manage the administrative affairs and technical activities of the Corporation in accordance with policies and procedures that the Board establishes. The Executive Director, or the Executive Director’s designee, shall: attend all meetings of the Board; act as secretary to the Board; keep minutes of the proceedings of the Board; approve salaries, per diem payments, allowable expenses of the Corporation and its employees or consultants, and any expenses incidental to the operation of the Corporation; and perform the other duties that the Board directs in carrying out this subtitle.

The Board shall approve additional professional and clerical staff as necessary to carry out this subtitle. The Board may retain accountants, engineers, lawyers, financial advisors, or other consultants as necessary to carry out this subtitle.

Except as otherwise provided in this section, in exercising its corporate powers, the Corporation: may carry out its corporate purposes without obtaining the consent of any other State unit; and is not subject to: Title 11 of the State Government Article (Consolidated Procedures for Development Permits); and the following provisions of the State Finance and Procurement Article: Title 2, Subtitles 2 (Gifts and Grants), 4 (Facsimile Signatures and Seals), and 5 (Facilities for Handicapped); Title 3 (Budget and Management); Title 4 (Department of General Services); § 5A–304 (Maryland Historical Trust Property Acquisition); Title 6, Subtitle 1 (Revenues: Studies and Estimates); Title 7, Subtitles 1 (State Operating Budget), 2 (Disbursements and Expenditures), and 3 (Unspent Balances); Title 8, Subtitle 1 (General Obligation Debt); Title 10 (Board of Public Works – Miscellaneous Provisions); and Division II (General Procurement Law). The Corporation is subject to: the Public Information Act; and the Open Meetings Act. For purposes of the Open Meetings Act, a project site visit or educational field tour may not be considered a meeting of the Corporation if no organizational business is conducted. The officers and employees of the Corporation are subject to the Maryland Public Ethics Law. The officers and employees of the Corporation are not subject to: Division II of the State Personnel and Pensions Article; or the provisions of Division I of the State Personnel and Pensions Article that govern the State Personnel Management System. The Corporation is subject to the same State and local regulatory requirements as any private corporation. A project of the Corporation is subject to the zoning and subdivision regulations of the political subdivision where the project is located.

The Corporation shall establish a system of financial accounting, controls, audits, and reports. The fiscal year of the Corporation begins on July 1 and ends on the following June 30.

The Corporation may establish any accounts that it requires. The Corporation shall deposit its money into a State or national bank or a federally insured savings and loan association in the State that has a total paid-in capital of at least $1,000,000. The Corporation may designate the trust department of a State or national bank or of a savings and loan association as a depository to receive securities that the Corporation owns or acquires. Unless an agreement limits classes of investments, the Corporation may invest its money in bonds or other obligations of, or guaranteed as to principal and interest by, the United States, the State, or a unit or political subdivision of the State.

The Corporation may: adopt bylaws for the conduct of its business; adopt a seal; maintain an office at the Bainbridge Naval Training Center; accept loans, grants, or assistance of any kind from the federal or State government, a local government, or a private source; enter into contracts and other legal instruments; sue and be sued in its own name; acquire, purchase, hold, lease as lessee, and use any franchise, patent, or license and real, personal, mixed, tangible, or intangible property, or any interest in property, necessary or convenient to carry out its purposes; sell, lease as lessor, transfer, and dispose of its property or interest in property; fix and collect rates, rentals, fees, and charges for services and facilities it provides or makes available; with the owner’s permission, enter land, waters, or premises to make a survey, sounding, boring, or examination to accomplish a purpose authorized by this subtitle; exercise a power usually possessed by a private corporation in performing similar functions, unless to do so would conflict with State law; and do all things necessary or convenient to carry out the powers expressly granted by this subtitle.

The Corporation may: acquire, improve, develop, manage, market, lease as lessor or lessee, operate, and maintain any project at the Bainbridge Naval Training Center; and acquire, either directly or by or through an agreement with the United States Navy, by purchase, gift, or devise, any property, rights, rights-of-way, franchises, easements, and other interests in land, including land lying under water and riparian rights located in or outside the State as necessary or convenient to improve or operate a project on terms and at prices that the Corporation considers reasonable.

The Corporation may: borrow money to finance costs of a project or for any other corporate purpose of the Corporation; secure the payment of the borrowing by pledge of or mortgage or deed of trust on property or revenues of the Corporation; and combine projects for financing.

To carry out this subtitle, the Maryland Economic Development Corporation may issue bonds from time to time on behalf of the Bainbridge Development Corporation to finance costs of a project.

An obligation of the Corporation is not a debt, liability, or pledge of the full faith and credit of the State.

The Corporation may: lend or otherwise make available its net revenue to finance costs of a project; and enter into a financing agreement, mortgage, or other instrument that it determines is necessary or desirable to evidence or secure the loan.

The Corporation may: fix and collect rates or charges for its services; establish the terms and conditions for the services; and contract with a person for the provision of the services of the Corporation. The rates or charges of the Corporation are not subject to supervision or regulation by any other unit of the State or by a political subdivision of the State. Subject to any agreement, the Corporation may apply its revenues to any lawful purpose. Except as necessary to pay an obligation or to implement programs of the Corporation, the net revenue of the Corporation may not benefit a person other than Cecil County.

Except as provided in subsection (b) of this section, the Corporation is exempt from any requirement to pay any taxes or assessments on its properties, activities, or any revenue from its properties or activities. Property that the Corporation sells or leases to a private entity is subject to State and local property taxes from the time of the sale or lease.

The Board shall establish a Bainbridge Development Advisory Board. The Advisory Board consists of: a representative of the County Commissioners; the State legislative delegation of Cecil County; a representative of the Mayor of Port Deposit; a representative of the Town Council of Port Deposit; the President of Cecil Community College; the Superintendent of the Cecil County Public Schools; the Coordinator of the Lower Susquehanna Heritage Greenway; and other individuals the Board of Directors selects.

As soon as practical after the close of the fiscal year, an independent certified public accountant shall audit the financial books, records, and accounts of the Corporation. The Corporation shall select an accountant to conduct the audit who: is licensed to practice accountancy in the State; is experienced and qualified in the accounting and auditing of public bodies; and does not have a direct or indirect personal interest in the fiscal affairs of the Corporation. Except as provided in subparagraph (ii) of this paragraph, the accountant shall report the results of the audit, including the accountant’s unqualified opinion on the presentation of the financial position and the results of the financial operations of the Corporation. If the accountant cannot express an unqualified opinion, the accountant shall explain in detail the reasons for the qualifications, disclaimers, or opinions, including recommendations of changes that could make future unqualified opinions possible. The State may audit the books, records, and accounts of the Corporation.

On or before October 1 of each year, the Corporation shall submit a report to: the Governor; the County Commissioners; the Department; and in accordance with § 2-1257 of the State Government Article, the General Assembly. The report shall include a complete operating and financial statement covering the operations of the Corporation during the preceding fiscal year and a summary of the activities of the Corporation during the preceding fiscal year.