§ 2–1215.08. Bylaws and articles of incorporation; amendments.

(a) The Board of each BID corporation shall govern the BID corporation in accordance with the articles of incorporation and bylaws which shall be the articles of incorporation and bylaws of the nonprofit corporation that submitted the BID application. The members shall have the opportunity to be present and vote to adopt amendments to the initial bylaws at a meeting to be held within 120 days of the registration of the BID by the Mayor; provided, that members shall follow the procedures for offering such amendments as provided in the BID’s articles of incorporation or bylaws. Bylaws of the BID corporation shall set forth the powers and duties of the Board and its officers, the procedures for removal and replacement of Board members and officers, the method of determining BID taxes consistent with this subchapter or other Council authorization, the calling of meetings and the requirements for a quorum, ethics and conflict of interest standards, and such other information as is deemed advisable. In all cases the bylaws shall be consistent with the requirements imposed on nonprofit corporations under the applicable laws of the District, the provisions of this subchapter, and any regulations adopted pursuant to this subchapter.

(b)(1) The Board, by a ⅔ vote at a meeting called for such purposes, may adopt amendments to the BID bylaws, BID plan, and BID taxes authorized by this or any other act of the Council to reflect the changing needs of the BID corporation, which shall be duly ratified by a majority vote of the members present or voting or voting by proxy, to the extent not otherwise provided for in BID bylaws, at a regularly scheduled meeting at which a quorum is present.

(2) Amendments shall comply with all applicable provisions of this subchapter and any regulation adopted pursuant to this subchapter.

(3) Adopted amendments to the BID plan, including, but not limited to, any proposed amendment to the BID taxes, shall be filed with the Mayor within 15 days of adoption. The Mayor may designate the Department of Small and Local Business Development, or a successor thereto, to perform the review functions described by this section.

(A) The Mayor shall have 30 days after receipt of a revised BID plan to review such revisions and determine if they are in conformity with the terms of this subchapter.

(B) If the Mayor determines that the BID plan revisions are in conformity with the terms of this subchapter, the Mayor shall certify such revisions and notify the BID Board that the BID plan revisions have been certified.

(C) If the Mayor determines that the BID plan revisions are not in conformity with this subchapter, the Mayor shall not certify such revisions and shall notify the BID Board that the BID plan revisions have not been certified and cannot take effect. The Mayor shall specify the particular items that need to be corrected and notify the BID Board that they will have 45 days from the date of this notification within which to correct the BID plan revisions.

(i) If a corrected BID plan revision is submitted within the 45-day period and the Mayor affirmatively determines that the corrected application adequately addresses the items that were included in the Mayor’s notification, the Mayor shall certify the BID plan revisions.

(ii) If a corrected BID plan revision is submitted within the 45-day period, and the Mayor affirmatively determines that the corrected plan revision does not adequately address the particular items needing correction that were included in the Mayor’s notification, the Mayor shall notify the BID Board that the BID plan revisions have not been certified and cannot take effect.

(iii) If a corrected BID plan revision is not submitted within the 45-day period, the Mayor shall notify the BID Board that the BID plan revisions have not been certified and cannot take effect.

(D) If the Mayor fails to either certify the BID plan revisions or to notify the BID Board that the BID plan revisions have not been certified within 75 days of the date of their filing with the Mayor, such BID plan revisions shall be deemed to be certified by the Mayor.

(4) BID taxes can only be amended once annually.

(May 29, 1996, D.C. Law 11-134, § 8, 43 DCR 1684; renumbered as § 9, Oct. 8, 1997, D.C. Law 12-26, § 2, 44 DCR 4320; Feb. 26, 2015, D.C. Law 20-161, § 2(g), 61 DCR 10741.)

Prior Codifications

1981 Ed., § 1-2278.

Section References

This section is referenced in § 2-1215.15, § 2-1215.51, § 2-1215.53, § 2-1215.55, § 2-1215.57, and § 2-1215.58.

Effect of Amendments

The 2015 amendment by D.C. Law 20-161 redesignated the introductory paragraph of (b) as (b)(1), and redesignated the remaining subdivisions accordingly; substituted “present or voting or voting by proxy, to the extent not otherwise provided for in BID bylaws” for “present and voting” in (b)(1); and substituted “Department of Small and Local Business Development, or a successor thereto” for “Deputy City Administrator for Business Services and Economic Development” in (b)(3).

Expiration of Law

Expiration of Law 11-134

See Historical and Statutory Notes following § 2-1215.01.

Emergency Legislation

For temporary amendment of section, see § 2 of the Business Improvement Districts Emergency Amendment Act of 1997 (D.C. Act 12-89, June 19, 1997, 44 DCR 3747), and § 2 of the Business Improvement Districts Congressional Review Emergency Amendment Act of 1997 (D.C. Act 12-146, August 12, 1997, 44 DCR 5054).

For temporary (90 days) amendment of this section, see § 2(g) of the Business Improvement Districts Emergency Amendment Act of 2014 (D.C. Act 20-435, Oct. 7, 2014, 61 DCR 10717, 20 STAT 4154).

For temporary (90 days) amendment of this section, see § 2(g) of the Business Improvement Districts Congressional Review Emergency Amendment Act of 2014 (D.C. Act 20-582, Jan. 13, 2015, 62 DCR 1269, 21 STAT 735).

Temporary Legislation

For temporary (225 day) amendment of section, see § 2 of the Business Improvement Districts Temporary Amendment Act of 1997 (D.C. Law 12-23, September 23, 1997, law notification 44 DCR 5762).