4388976 Notice of Final Rulemaking to amend the bylaws of the Washington Convention and Sports Authority to allow Board of Directors voting by proxy

WASHINGTON CONVENTION AND SPORTS AUTHORITY

 

NOTICE OF FINAL RULEMAKING

 

The Board of Directors of the Washington Convention and Sports Authority (Authority), pursuant to Section 203 of the Washington Convention Center Authority Act of 1994, effective September 28, 1994 (D.C. Law 10-188; D.C. Official Code § 10-1202.03(3) and (6) (2008 Repl. & 2012 Supp.)), as amended by the Fiscal Year 2010 Budget Support Act of 2009, effective March 3, 2010 (D.C. Law 18-111; D.C. Official Code § 10-1201.01 et seq. (2008 Repl. & 2012 Supp.)) (the Act), hereby gives notice of its adoption of the following amendment to Chapter 1 (“Washington Convention Center: Bylaws”) of Title 19 of the District of Columbia Municipal Regulations.

 

The rulemaking amends the Authority’s bylaws to reflect the Authority’s correct name and to permit members of the Authority’s Board of Directors to vote by proxy. The proposed rulemaking was published in the D.C. Register on February 22, 2013 at 60 DCR 2174.

 

No comments were received in response to the rulemaking and no changes were made.  The Authority took final action on this rulemaking on February 14, 2013.  This rulemaking shall take effect immediately upon publication in the D.C. Register.

 

Chapter 1 (“Washington Convention Center Authority: Bylaws”) of Title 19 of the District of Columbia Municipal Regulations (DCMR) is amended as follows:

 

The title of Chapter 1 is amended to read as follows:

 

CHAPTER 1 WASHINGTON CONVENTION AND SPORTS AUTHORITY: BYLAWS

 

Sections 101-199 are amended to read as follows:

 

CHAPTER 1 WASHINGTON CONVENTION AND SPORTS AUTHORITY: BYLAWS

 

101                  OFFICE AND REGISTERED AGENT

 

101.1               The Authority shall continuously maintain in the District of Columbia a registered office at such place as may be designated by the Board of Directors (the Board). The principal office of the Authority shall be in the District of Columbia, at such address as may from time to time be designated by the Board. The Authority may also have offices at such other places as the Board may from time to time designate.

101.2               The Authority shall continuously maintain within the District of Columbia a registered agent, which shall be designated by the Board.

 

 

 

 

102                  BOARD OF DIRECTORS

 

102.1               The direction, control and management of the affairs and funds of the Authority shall be vested in the Board, which shall pursue such policies and activities as shall be in accordance with the provisions of the Act and the relevant statutes of the United States and the District of Columbia. The Board will employ staff and adopt appropriate procedures to carry out its duties.

102.2               After notice, the Mayor of the District of Columbia shall remove any Member for failure to establish or maintain residency in the District of Columbia as required by the Act, or for misconduct or neglect of duty as defined by Section 199 of these bylaws.

102.3               A Member may resign at any time by giving notice thereof in writing to the Mayor, with a copy to the Chairperson. The Chairperson may resign at any time by giving notice thereof in writing to the Mayor, with copies to the Vice Chairperson and the Secretary.

 

 

103                  MEETINGS OF THE BOARD

 

103.1               The Chairperson of the Board shall preside at all meetings of the Board at which he or she is present, and shall perform such other duties as may be required of him or her by the Board.

103.2               The Vice Chairperson of the Board shall, in the absence of the Chairperson, preside at its meetings and shall perform such other duties as may be required of him or her by the Board.

103.3               Regular meetings of the Board shall be held no less than once every sixty (60) days at such time and place as the Chairperson shall determine. At least three (3) business days in advance of each regular meeting of the Board, notice shall be given to each Member and to the public. However, seven (7) business days’ notice shall be given for regular meetings if, in the opinion of the Chairperson, the matters to be voted upon by the Board at such meeting could potentially have an adverse impact on the community.

103.4               Special meetings of the Board may be called at the discretion of the Chairperson or at the request of any six (6) Members. At least forty-eight (48) hours in advance of each special meeting of the Board, notice shall be given to each Member and to the public.

103.5               At least seven (7) calendar days before each meeting of the Board (special or regular) at which amendments to the bylaws are to be considered, notice shall be given to each Member and to the public.

103.6               Notice of a meeting of the Board shall specify the date, time and place of the meeting.

103.7               Notice must be either delivered personally to each Member, or mailed via the United States Postal Service (USPS), facsimile transmission or electronic mail to his or her business address. If such notice is given by USPS, it shall be deemed delivered when deposited in the United States mail properly addressed and with postage prepaid thereon. If such notice is sent by telecopy, electronic mail or delivered personally, it shall be deemed delivered when received. However, a Member may waive notice of any regular or special meeting by written statement filed with the Board. Attendance at a meeting shall also constitute a waiver of notice.

103.8               Public notice shall be given by publication in the D.C. Register or in a newspaper of general circulation.

 

 

104                  QUORUM

 

104.1               Six (6) Members shall constitute a quorum for the transaction of business at any meeting of the Board, except that if a quorum is not present at a meeting, a majority of the Members present may adjourn the meeting to another time, without further notice.

 

104.2               Except as otherwise provided by the Act or these bylaws, an affirmative vote of a majority of the Members present at a meeting at which a quorum exists shall be required for any valid Board action; provided, however, that no resolution authorizing the issuance of any bonds or adopting any budget or financial plan shall be deemed approved unless the Chief Financial Officer of the District of Columbia voted in favor of such action.

 

104.3               A Member may vote either in person or by proxy given to another Member. The proxy shall be executed in writing by the Member who is absent, shall name the Member to whom the proxy is given, and shall be delivered to the Secretary.

 

104.4               Each proxy shall specifically identify the meeting for which the proxy is valid.

 

104.5               A Member’s proxy may be revoked by the Member at any time in writing.

 

104.6               No vacancy in membership, except a vacancy in the Office of Chief Financial Officer of the District of Columbia, shall impair the right of a quorum to exercise all rights and perform all duties of the Board.

 

104.7               Subject to the provisions of Section 105 below and at the discretion of the Chairperson, any or all Members may participate in a meeting of the Board, or a committee of the Board, by means of telephone conference or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.

 

 

 

105                  OPEN MEETINGS

 

105.1               All meetings of the Board at which action of any kind is taken shall be open to the public, and no official action shall be effective unless taken at such meeting.

 

105.2               A written transcript shall be kept for all such meetings and shall be made available to the public during normal business hours of the Authority. Copies of such written transcripts or copies of such transcriptions shall be available, upon request, to the public at a reasonable cost.

 

 

106                  COMMITTEES

 

106.1               The Board may, by resolution passed by a majority of the Members of the Board, designate one or more committees including standing committees; each such committee shall consist only of Members of the Board, which Members shall be appointed by the Chairperson of the Board.

 

106.2               The Board may remove any member of any committee at any time, with or without cause, and may designate one or more Members of the Board as alternate members of any committee, who may replace any absent or disqualified member of such committee at any meeting of the committee.

 

106.3               In the event that the Chairperson has not designated a committee chairperson, the committee shall appoint one of its own members as chairperson, who shall preside at all meetings and may also appoint a secretary (who need not be a member of the committee) who shall keep its records and who shall hold office at the pleasure of the committee.

 

106.4               Any such committee, to the extent permitted by the Act, shall have and may exercise such powers and authority to conduct investigations or recommend actions to the Board as shall be specified by resolution of the Board; provided that the principal functions of any such committees shall be to function as a liaison between the Board and the Authority’s staff, consultants or other third parties and to gather information for purposes of aiding the Board in its decision making.

 

106.5               No committee shall have power or authority to:

 

(a)        fill vacancies on any committee;

(b)        adopt, amend, or repeal these bylaws;

(c)        sell, exchange, assign, convey, lease, transfer or otherwise dispose of any of the Authority’s assets; or

(d)       take any action that is within the exclusive authority of the Board.

 

106.6               Regular meetings of such committees may be held without notice of the time, place or purposes thereof and shall be held at such times and places as the committee may from time to time determine.

 

106.7               Special meetings of such committees may be held upon notice of the time, place and purposes thereof. Until otherwise ordered by the committee, special meetings shall be held at any time and place at the call of the Chairperson of the Board or chairperson of such committee.

 

106.8               At any regular or special meeting any such committee may exercise any or all of its powers, and any business which shall come before any regular or special meeting may be transacted there, provided a majority of the committee is present; but in every case the affirmative vote of a majority of all of the members of the committee shall be necessary to take any action.

 

106.9               Each committee shall keep regular minutes of its proceedings and distribute a copy thereof to each of the Members of the Board and the Secretary of the Authority after each committee meeting.

 

106.10             Before the Board or any of its committees acts upon any request for the use of excess funds totaling more than two hundred fifty thousand dollars ($250,000) from the Washington Convention Center Marketing Fund, the Board shall afford the Washington Convention and Tourism Corporation an opportunity to review and comment upon the request.

 

 

107                  OFFICERS

 

107.1               The Officers of the Authority shall be a Chairperson, a Vice Chairperson, a Treasurer, a President and Chief Executive Officer, a Chief Financial Officer of the Authority, a Secretary, an Assistant Secretary, and such other officers as may from time to time be deemed advisable by the Board.

 

107.2               Unless otherwise provided in the Act or these bylaws, officers shall be chosen by a majority vote of the Board.

 

107.3               The Chairperson and Vice Chairperson shall be Members. The other Officers may, but need not, be Members. Any two or more offices may be held by the same person except the offices of Chairperson and Secretary.

 

107.4               Unless otherwise provided by the Act or these bylaws, the Officers of the Authority shall hold their offices for such terms as shall be determined from time to time by the Board.

 

107.5               Unless otherwise provided by the Act or these bylaws, the Officers of the Authority shall exercise such powers and perform such duties as shall be specified by the Board and, if not inconsistent therewith, as are customarily exercised by corporate officers holding such offices.

 

107.6               The Officers of the Authority shall hold office until their successors are chosen and qualified. Unless otherwise provided in the Act or these bylaws, any Officer of the Authority may be removed at any time by a majority of the Members in office, with or without cause, and any vacancy occurring in any office of the Authority may be filled by the vote of a majority of the Members in office.

 

107.7               The Chairperson and such other Officers, employees and agents as may be authorized by the Board may enter into and execute, on behalf of the Authority, contracts, leases, debt obligations and all other forms of agreements or instruments, whether under seal or otherwise, permitted by law, the Act and these bylaws; except where such documents are required by law or the Act to be otherwise signed and executed, or where the signing and execution thereof shall be exclusively delegated to some other Officer or agent of the Authority.

 

107.8               All checks, drafts or other orders for the payment of money shall be signed by such Officer or Officers or such other person or persons as the Board may, from time to time, designate.

 

 

108                  PRESIDENT AND CHIEF EXECUTIVE OFFICER

 

108.1               The President and Chief Executive Officer shall have the duties described in the Act and such other duties as may be authorized by the Board for the effective and efficient management of the Authority.

 

 

109                  CHIEF FINANCIAL OFFICER OF THE AUTHORITY

 

109.1               The Chief Financial Officer of the Authority shall perform all duties customary to that office and, except as may be required in any instrument under which any bonds are issued by the Authority, shall be responsible for all corporate funds and securities, and shall keep full and accurate accounts of receipts and disbursements in the books of the Authority.

 

109.2               The Chief Financial Officer of the Authority shall be responsible for the deposit of all monies or other valuable effects in the name of the Authority in such depositories as shall be selected by the Board.

 

109.3               The Chief Financial Officer of the Authority or his or her delegate shall disburse the funds of the Authority in compliance with the provisions of the Act and as may be ordered by the Board or its delegate, taking proper vouchers for such disbursements, and shall periodically provide an account of the Authority’s transactions and the financial condition to the Chairperson and the Board at its regular meetings or when the Board so requires.

 

109.4               The Assistant Chief Financial Officer of the Authority, if any be appointed, shall in the absence or disability of the Chief Financial Officer perform the duties and exercise the powers of the Chief Financial Officer, and shall perform such other duties as the Board shall prescribe.

 

 

110                  SECRETARY

 

110.1               The Secretary shall be responsible for keeping an accurate record of the proceedings of all meetings of the Board and such other actions of the Authority as the Board shall direct. He or she shall give or cause to be given all notices in accordance with these bylaws or as required by law or the Act and, in general, perform all duties customary to the Office of Secretary.

 

110.2               The Secretary shall have authority to affix the corporate seal of the Authority to any instrument requiring it and, when so affixed, it may be attested by his or her signature or by the signature of the Assistant Secretary.

 

110.3               The General Counsel of the Authority shall be the Assistant Secretary. In the absence or disability of the Secretary, the Assistant Secretary shall perform the duties and exercise the powers of the Secretary. At all other times, the Assistant Secretary shall perform such of the Secretary’s functions as the Secretary shall prescribe in writing.

 

 

111                  LIABILITY

 

111.1               Each Member, Officer, or employee of the Authority who receives notice of any claim or potential claim against him or her based upon any act or omission within the scope of his or her official duties or employment shall promptly notify the President and Chief Executive Officer of such claim or potential claim.

 

111.2               The Authority shall intervene as a party in any claim against any Member based upon any act or omission of the Authority, which claim does not allege fraudulent or criminally prosecutable acts by the Member, and assert on behalf of the Member the defense of personal immunity, pursuant to Section 206(i) of the Act.

 

111.3               The Authority shall maintain insurance against liability to third parties covering each person against whom a claim is made based upon any act or omission within the scope of the person’s official duties as a Member, Officer or employee of the Authority.

 

111.4               Nothing in this section shall preclude the Authority from taking disciplinary action against any employee or from asserting its own claim for lost or damaged property against any employee.

 

112                  AMENDMENTS

 

112.1               These bylaws may be amended from time to time, in any manner not inconsistent with the Act, by the affirmative vote of a majority of the entire membership of the Board at any meeting of the Board, if notice of the substance of the proposed Amendment be contained in the notice of the meeting, or if such notice be waived as herein provided.

 

 

113                  SEAL AND FISCAL YEAR

 

113.1               The seal of the Authority shall be circular in form and shall have inscribed thereon the words “Washington Convention and Sports Authority,” “District of Columbia,” and “Corporate Seal.”

 

113.2               The fiscal year of the Authority shall begin on the first day of October and end on the last day of September in each year.

 

 

114                  APPROVAL OF CERTAIN CONTRACTS

 

114.1               Before the Authority awards any contract that requires the approval of the District of Columbia Council in accordance with D.C. Official Code § 2-352.02, as such may be amended from time to time, and prior to the submission of any such contract to the Council, the Board shall first approve the contract by a resolution passed by a majority of the Members.

 

 

199                  DEFINITIONS

 

When used in this chapter, the following words shall have the meanings ascribed:

 

Act - the Washington Convention Center Authority Act of 1994, effective September 28, 1994 (D.C. Law 10-188), as amended by the Fiscal Year 2010 Budget Support Act of 2009, effective March 3, 2010 (D.C. Law 18-111, D.C. Official Code §§ 10-1201.01 et seq.).

 

Authority - the Washington Convention and Sports Authority established by the Act.

 

Member - a Member of the Authority’s Board of Directors.

 

Misconduct - any criminally prosecutable or fraudulent act by a Member in relation to the duties of his or her office that is willful in character.

 

Neglect of duty - the careless or intentional failure by a Member to exercise due diligence in the performance of his or her official duties.