In the January 10, 2020 annual membership meeting of Baltimore Sister Cities, Inc., (BSC, Inc.) the following items will be submitted for approval by the BSC, Inc. membership (members of BSC board and the constituent sister city committees). The information has been posted on this webpage so that members have a chance to review it before the January 10, 2020 meeting.
A. 2019 ACCOMPLISHMENTS REPORT
(for BSC-level activities and activities for the constituent sister city committees)
View proposed 2019 Accomplishments Report (PDF, 3mb)
PDF last updated: 2020-01-06 10:00pm ET
B. 2020 PLAN
(for BSC-level activities and activities for the constituent sister city committees)
View proposed 2020 Plan (PDF, 1.4mb)
PDF last updated: Content updated 2020-01-06 10:00pm ET; date inside the PDF’s footer updated 2020-01-15 9:00pm.
C. AMENDMENTS TO OUR BYLAWS
The BSC, Inc. Board is submitting for approval by the membership 3 amendments to the Bylaws that will help the organization function more smoothly and efficiently:
1. AMENDMENT TO THE MISSION STATEMENT
Introduction to 1st amendment: This amendment adds a point of emphasis to the Mission Statement expressing that the activities that support the relationships with international sister cities are managed by the constituent Sister City Committees rather than by the Corporation, its board, or its officers.
Text for the amendment:
BE IT RESOLVED, that Article 1.3 of the Bylaws of Baltimore Sister Cities, Inc. is hereby amended by inserting the italicized and underlined text, as follows.
ARTICLE 1.3. Mission Statement. Baltimore Sister Cities, Inc. (“BSC, Inc.”) is a non-profit, volunteer organization that aims to promote mutual economic development, educational, cultural, health/environmental and other cooperation and exchanges between Baltimore City, Maryland, (“City”) and its international Sister Cities. BSC, Inc., is composed of Sister City Committees dedicated to managing these relationships. BSC, Inc. activities are designed to benefit the City, its residents and the business community by supporting the Mayoral Initiatives of the City and the goals of the Sister Cities International organization.
2. AMENDMENT TO ALLOW FOR ALTERNATE REPRESENTATIVES TO THE BOARD
Introduction to 2nd amendment: This amendment addresses the difficulty of obtaining a quorum of 50% of the voting Board members at each Board meeting of the Corporation (the 50% quorum is required by our bylaws). The option of voting by proxy, introduced by amendment in 2018, is effective for general membership meetings, but can only be used for votes that have been announced ahead of time, and is thus not effective for most Board decisions. Therefore Article 4 is amended by adding an exception to the last sentence of section 4.3 and inserting a new section 4.4.
This new section allows for the approval of alternate representatives to the Board, but only by Board decision, and effective only for future Board meetings. i.e., not during the meeting where the vote is taken.
Text for the amendment:
BE IT RESOLVED, that the bylaws of Baltimore Sister Cities, Inc. are hereby amended by modifying the last sentence of Article 4.3, by inserting the italicized and underlined text, and by inserting a new Article 4.4 to read in its entirety as follows. Subsequent sections of Article 4 will be renumbered accordingly.
ARTICLE 4.3. Composition. The Board shall be composed of one Director representing each Sister City Committee, two Mayoral appointees, one of whom shall be the Sister Cities Liaison from the Office of the Mayor, one Director representing the Baltimore Development Corporation, one Director representing the Baltimore Office of Promotion and the Arts, and such other Directors as the board shall resolve to invite as representatives of other constituencies, such as organizations whose goals and activities can further the mission of BSC, Inc. All Directors will have voting rights in Board decisions. Each Associate Sister City Committee, as defined in Art. 6.2, will be entitled to designate a non-voting observer to the Board. The board may co-opt individual members of BSC, Inc., as non-voting observers, for a renewable one-year term. The composition of the Board of Directors shall reflect the diversity of the community being served, taking into account race, gender, economic status, age and other factors. Directors shall serve in a fiduciary capacity, and may not use proxies from their constituency to attend meetings or vote on issues in front of the Board, except as set forth in Article 4.4.
ARTICLE 4.4. Alternate Board members. If a constituency anticipates that its Director may not be able to attend all scheduled Board meetings during his/her tenure, it can request Board approval for an alternate Director to attend, with full voting rights, future meetings that its Director is unable to attend. Only one alternate can be designated by each constituency at any given time, and approval of an alternate Director can only be granted by a vote of the Board present at any meeting at which there is a quorum.
3. AMENDMENT RELATED TO THE DATE OF THE ANNUAL MEETING
Introduction to 3rd amendment: This amendment addresses the possibility that it may not always be feasible to hold the Annual Meeting of the membership in the month of January. If the board foresees, in any given year, that it will be impractical to hold the meeting in January, it can postpone the meeting date by up to one month. The decision to do so, and publication of the new date, have to occur no later than December 1 preceding the meeting date.
Text for the amendment:
BE IT RESOLVED, that the bylaws of Baltimore Sister Cities, Inc. are hereby amended by modifying Article 8.1.a, by inserting the italicized and underlined text, as follows.
ARTICLE 8.1.a. Annual Meeting. The Annual Meeting of the membership will be held in the month of January, but can be postponed by up to one month by a vote of the Board present at any meeting at which there is a quorum. A decision to postpone the Annual Meeting has to be made and publicized no later than December 1st preceding the meeting. At the Annual Meeting the members will approve a report to the City summarizing the previous calendar year’s activities of the Corporation and approve a plan to be submitted to the City describing the proposed activities of the Corporation for the current calendar year. This meeting is to be the transition from the previous Board to the new Board. There will be a formal installation of the new Directors presided over by the President.
Nominations of Directors and Chairs of Sister City Committees and Associate Sister City Committees for the coming year will be made at a regularly scheduled Board meeting held no less than twenty-eight (28) days prior to the Annual Meeting. Nominations will be submitted to the Board Nominating Committee.
D. Board Elections
Below is the list of nominees. These nominations were made by the sister city committees and other organizations represented on our BSC, Inc. board. Opposing nominations, if desired, can be made at the January 10, 2020 annual meeting.
Directors of the Board
| BSC | BCSCC Representative: Jin Dong Park * |
| BGSCC Representative: Tambi Taylor | |
| BKSCC Representative: Kathleen Shiota | |
| BLASCC Representative: Tharwat Abouraya * | |
| BPSCC Representative: Diane Homberg | |
| BRSCC Representative: Gary Davison | |
| BXSCC Representative: Xin (Cindy) Wang | |
| BDC | Larry Collins |
| BOPA | Shelia Goodwin |
| Mayor’s Office | Geri Byrd |
| MIMA | Catalina Rodriguez-Lima |
* Persons with an asterisk are in the middle of their board term and therefore not up for reelection this year.
Sister City Committee Chairs
| BCSCC | Michelle Lee |
| BGSCC | Tambi Taylor |
| BKSCC | Yoshinobu Shiota |
| BLASCC | Tharwat Abouraya |
| BPSCC | Diane Homberg |
| BRSCC | Rachel Sengers |
| BXSCC | Xin (Cindy) Wang |
Note: Non-voting board members (Currently those are William Fontaine Bell, Hosea Chew, John “Chip” Graber, Will Hug, Karina Mandell, Federico Manno, and Nancy Taylor) do not represent organizations that are spelled out in BSC’s bylaws. The only way to bring them on as Directors is for the board to co-opt them; they cannot be brought on through our elections. Therefore they are not included in the list above for the January 10, 2020 meeting.
Also note that BSC Officer positions are elected in the BSC Board meeting that follows the annual membership meeting. That board meeting takes place on January 29, 2020. Currently, only the Chair position is up for election. The Vice-Chair, Treasurer, Secretary positions expire in January 2021.
