In this subtitle the following words have the meanings indicated. “Board” means the Board of Directors of the Maryland African American Museum Corporation. “Corporation” means the Maryland African American Museum Corporation.

There is a Maryland African American Museum Corporation. The purpose of the Corporation is to plan, develop, and manage a Maryland museum of African American history and culture in Baltimore City, in cooperation with and with the active support of the Mayor and City Council of Baltimore, affected State units, and other public and private institutions. The Corporation may carry out its corporate purposes without the consent of any unit of State government. The Corporation is: a body politic and corporate; a public instrumentality of the State; and an independent unit in the Executive Branch of State government. The exercise by the Corporation of the powers conferred by this subtitle is an essential public function.

There is a Board of Directors of the Corporation. The Board shall manage the affairs of the Corporation and shall exercise all of its corporate powers. The Board shall consist of 25 members, as follows: the Mayor of Baltimore, serving ex officio, or the Mayor’s designee; one member appointed by the President of the Senate; one member appointed by the Speaker of the House; and the following members appointed by the Governor: one representative of Morgan State University, approved by the Board of Regents of the University; one member approved by the Commission on African American History and Culture to provide continuing coordination and cooperation between the Corporation and the Commission and to ensure consistency with the statewide programs and mandates of the Commission; one representative of African American historical or cultural institutions in the State; and nineteen members who have expertise in African American history, culture, museums, or related areas, expertise in fund–raising, or represent the diversity of communities throughout the State that can benefit from the activities of the Corporation. Except as provided in subparagraph (ii) of this paragraph, the members appointed to the Board shall represent the geographic makeup of the State and shall be racially and ethnically diverse. The Governor may appoint to the Board up to five members from outside the State if necessary to ensure that the membership of the Board satisfies the requirements specified in paragraph (1)(iv)4 of this subsection. A member of the Board: is not entitled to compensation as a member of the Board; but is entitled to reimbursement for expenses in accordance with the Standard State Travel Regulations. The term of an appointed member of the Board is 4 years. Before taking office, each appointee to the Board shall take the oath required by Article I, § 9 of the Maryland Constitution. The terms of members are staggered as required by the terms provided for members of the Board on October 1, 2004. At the end of a term, a member continues to serve until a successor is appointed and qualifies. A member who is appointed after a term has begun serves only for the remainder of the term and until a successor is appointed and qualifies. From among its members, the Board shall elect a chairman, a vice chairman, and a treasurer. A majority of the members then serving on the Board is a quorum. A vacancy in the membership of the Board does not impair the right of a quorum of the Board to exercise the rights and perform the duties of the Corporation. The Board shall appoint an executive committee and may appoint other committees that the Board considers necessary or desirable.

The Board shall appoint an Executive Director who 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 direct and supervise the administrative affairs and technical activities of the Corporation in accordance with the policies and procedures of the Board. The Executive Director or the Executive Director’s designee shall: attend each meeting of the Board, act as secretary to the Board, and keep minutes of Board proceedings; approve each salary, per diem payment, or other expense of the Corporation, its employees, and consultants; and perform other duties as directed by the Board in carrying out the purposes of this subtitle. In addition to the Executive Director, the Board shall employ professional and clerical staff necessary to carry out the purposes of this subtitle. The Board shall establish compensation, holidays, and leave for the staff. The officers and employees of the Corporation are not subject to the provisions of Division I of the State Personnel and Pensions Article that govern the State Personnel Management System. The Attorney General shall provide legal counsel to the Corporation and legal services to the museum. The Board may contract with any agent or consultant it considers necessary to carry out the purposes of this subtitle.

The Corporation may: adopt an official seal; sue and be sued, plead and be impleaded, in its own name; maintain offices in the State; appoint museum advisory boards and other advisory boards and committees; adopt bylaws for the regulation of its affairs and the conduct of its business; apply for and accept grants, loans, or assistance of any character from the federal government, State government, a local government, or a private source; enter into any contract or other legal instrument; acquire, construct, develop, manage, market, reconstruct, rehabilitate, improve, maintain, equip, lease as lessor or as lessee, repair, or operate any project in the State; acquire, purchase, hold, lease as lessee, or use a franchise, patent, or license or any real, personal, mixed, tangible, or intangible property or any interest in that property, necessary or convenient for carrying out the purposes of the Corporation; sell, lease as lessor, transfer, or dispose of its property or interests in property; acquire, either directly or by or through any person, State unit, or political subdivision, by purchase or by gift or devise, any land, structure, real property, personal property, right, right-of-way, franchise, easement, or other interest in land, including land lying under water and riparian rights that the Corporation considers necessary or convenient for the construction, improvement, rehabilitation, or operation of a project, on any terms and at any price that the Corporation considers reasonable; enter with the permission of the owner on land, water, or premises for the purpose of making surveys, soundings, borings, and examinations to accomplish any purpose authorized by this subtitle; fix, revise, and collect rates, rentals, fees, and charges for the use of, or for services and facilities provided or made available by, the Corporation; borrow money from any source for any corporate purpose, including working capital for its operations, reserves, or interest; mortgage, pledge, or otherwise encumber the property and money of the Corporation; and contract with or engage the services of any person for any financing; exercise all the corporate powers granted to Maryland corporations under the Maryland General Corporation Law; and do all things necessary and convenient to carry out the powers granted by this subtitle.

The Corporation shall: prepare a strategic plan at least once every 5 years that establishes short-range and long-range goals, objectives, and priorities for the museum in support of its mission; report annually to the Governor and, subject to § 2-1257 of this article, to the General Assembly on the Corporation’s activities during the preceding year, including: the number of students and other types of visitors served; the number of volunteers and total hours contributed to the operation of the museum; the amount and type of private and nonstate money donated, pledged, or otherwise provided; and any recommendations or requests the Corporation considers appropriate to further the mission of the museum; and publish reports and any other material it considers necessary.

Except for the net earnings of the Corporation necessary to pay debt service or implement the Corporation’s museum plan, the net earnings of the Corporation shall inure to the benefit of the State and not to any person.

Except as provided in subsection (b) of this section, the Corporation is not required to pay taxes or assessments on its: properties; activities; or revenue derived from its properties or activities. If the Corporation sells or leases land or facilities to a private entity, the land or facilities shall be subject to real property taxes.

The Board shall prepare and implement an operating and a capital budget for the management of its affairs. The Governor may include a grant to the Corporation in the State budget. The Corporation shall support all operating costs, including personnel and retirement costs, from any General Fund allocations, and its other income sources. This section does not restrict the budgetary power of the General Assembly.

The Corporation may provide for the creation, continuation, and administration of the funds that it requires. As the Board directs, money in the funds and other money of the Corporation shall be deposited in a federal or State chartered depository institution that: is insured by the Federal Deposit Insurance Corporation; has a branch or office in the State that accepts deposits; and has a total paid-in capital plus surplus of at least $6,000,000. A federal or State chartered trust company may be designated as a depository to receive securities that the Corporation has or owns. Money that the State appropriates to the Corporation, and money that the Corporation is required by the General Assembly to raise for museum construction from sources other than the State, shall be invested in bonds or other obligations: of the United States, the State, a political subdivision of the State, or a unit of the State; or that are guaranteed as to principal and interest by the United States, the State, a political subdivision of the State, or a unit of the State. The Corporation shall adopt a system of financial accounting, controls, audits, and reports. The fiscal year of the Corporation is July 1 to June 30. The Corporation shall select an independent certified public accountant to conduct an audit under this subsection. The accountant: shall be licensed to practice in the State; shall be experienced and qualified in the accounting and auditing of public bodies; and may not have a personal interest either directly or indirectly in the fiscal affairs of the Corporation. As soon as practicable after the end of the fiscal year, the accountant shall audit the financial books, records, and accounts of the Corporation. The accountant shall report: the results of its audit, including an unqualified opinion on the financial position of the Corporation’s funds; and the results of the Corporation’s financial operations. If the accountant is unable to express an unqualified opinion, the accountant shall: state and explain in detail the reason for any qualifications, disclaimers, or opinions; and submit recommendations on changes needed to allow an unqualified opinion in the future. The books, records, and accounts of the Corporation are subject to audit by the State. Within the first 90 days of each fiscal year, the Corporation shall submit a report to the Governor and, subject to § 2-1257 of this article, to the General Assembly. The report shall include: a complete operating and financial statement covering the Corporation’s operations during the preceding fiscal year; and a summary of the Corporation’s activities during the preceding fiscal year.

All debts, claims, obligations, and liabilities of the Corporation, whenever incurred, shall be the debts, claims, obligations, and liabilities of the Corporation only and not of the State, other units of State government, other State instrumentalities, State officers, or State employees. The debts, claims, obligations, and liabilities of the Corporation may not be considered a debt, claim, obligation, or liability of the State or a pledge of its full faith and credit.

Except as otherwise provided in this section, the Corporation is exempt from: Title 3 of the General Provisions Article; Title 2, Subtitles 2, 4, and 6 and § 2–510 of the State Finance and Procurement Article; Title 3 of the State Finance and Procurement Article; Title 4, Subtitles 2 through 7 of the State Finance and Procurement Article; Title 6, Subtitle 1 of the State Finance and Procurement Article; Title 7, Subtitles 1 through 3 of the State Finance and Procurement Article; Title 8, Subtitle 1 of the State Finance and Procurement Article; and Division II of the State Finance and Procurement Article. The Corporation and its officers and employees are subject to the Maryland Public Ethics Law and the State minority business enterprise laws, except as otherwise provided in this subtitle. Before approving the final plans for the museum, the Corporation shall: submit preliminary plans to the City of Baltimore for review; and consider comments from the City of Baltimore on the preliminary plans.

This subtitle shall be liberally construed to effect its purposes.

This subtitle may be cited as the Maryland African American Museum Corporation Act.