Andy's Ice Cream, Inc. v. City of Salisbury

KENNEY, Judge. Appellant/cross-appellee, Andy’s Ice Cream, Inc. (“Andy’s”), bid unsuccessfully for a contract to sell food in an area within the City Park adjacent to the Salisbury Zoo. Andy’s asserts that the Salisbury Zoo Commission, Inc. (the “Zoo Commis ¹³¹ sion”), which made the contract decision, is both a public body and a unit or instrumentality of the City of Salisbury (the “City”), which, in turn, is a political subdivision of the state government. Based upon this assertion, Andy’s contends that the Zoo Commission, during its review of the contract bids, should have complied with both the Public Information Act, 1 Md.Code (1984, 1997 Cum.Supp.), §§ 10-611 to 628 of the State Government Article (“S.G.”), and the Open Meetings Act, Md.Code (1984, 1997 Cum.Supp.), S.G. §§ 10-501 to 512, which, respectively, detail procedural requirements for public access to government documents and to the meetings of public bodies.

Andy’s also argues that the City improperly delegated to the Zoo Commission the authority to award the contract. Andy’s sought a declaratory judgment and an injunction against the Zoo Commission’s decision to award the contract to Flannery’s, Inc., the successful bidder. All parties sought attorneys’ fees. After a hearing on cross motions for summary judgment, the Circuit Court for Wicomico County ruled for Andy’s on the Public Information Act issue, and for the City, the Zoo Commission, and Flannery’s on the issues of delegation and the Open Meetings Act.

No party was awarded attorneys’ fees. Andy’s appeals from the delegation, Open Meetings Act, and attorneys’ fees decisions; the City and Zoo Commission appeal from the Public Information Act and attorneys’ fees decisions. Flannery’s, an appellee to Andy’s appeal, has not appealed. Facts In 1983 Walter Anderson, the City’s Solicitor at the time, filed Articles of Incorporation creating a non-profit, non-stock corporation to be called the “Salisbury Zoo Commission, Inc.” The Articles named Patrick Fennell, the City’s Executive Secretary, as Resident Agent, and listed the City’s “Govern ¹³² ment Office Building” as the Resident Agent’s address. 2 The Zoo Commission’s Articles provide that “[t]he members of the Corporation shall be appointed by the Mayor and City Council and shall ... include a member of the City Council.” The Zoo Commission’s By-Laws and Articles both identify its purpose as: “[t]o' assist the City of Salisbury in the operation, management and promotion of the Salisbury Zoological Park as a wildlife conservation facility for the enjoyment and education of the citizens of the City of Salisbury and the regional area....” (Emphasis added.) The By-Laws specify a nonexclusive list of the Zoo Commission’s functions, including: retaining persons or organizations to provide consultation or assist in the Zoo’s operation; planning, recommending, and funding new Zoo exhibits and improvements, in collaboration with the City’s Department of Public Works; soliciting, training, and managing volunteers for the Zoo’s educational programs; raising funds and encouraging monetary contributions to the Zoo; developing, funding, and managing publicity programs; maintaining an accurate inventory of the animal collection; managing Zoo Commission funds for the purchase and sale of animals as personal property of the Zoo Commission; collaborating with professional Zoo staff in the acquisition, care, breeding, and disposition of the animals; and recommending to the Mayor and City Council long-term plans and improvements to the Zoo. ¹³³ The By-Laws and Articles provide that the Mayor and City Council appoint the members of the Zoo Commission for three-year terms, and can remove them. 3 For new appointments and vacancies, the Zoo Commission “shall submit a list of names to the Mayor and City Council for consideration for appointment and in order to fill any vacancy.” (Emphasis added.) The members of the Zoo Commission, during the events that gave rise to this case, were appointed by the Mayor and City Council in December 1996, pursuant to Resolution No. 549.

The By-Laws state that the Zoo Commission shall have a Board of Directors composed of at least five voting members, who shall elect a Chairman. The City’s Director of Public Works and the Zoo Director are ex-officio members. The Zoo Commission Chairman and the board member who is also on the City Council are to act as liaisons between the Zoo Commission and the City. Andy’s avows that the Zoo Commission is funded principally by hotel room taxes assessed by the City; in turn, the Zoo Commission states in its brief that “[t]he record does not show that it [the Zoo Commission] receives any funding from the City.” The record extract does not resolve this possible factual dispute, but the Zoo Commission’s By-Laws, written on City of Salisbury letterhead, dictate that the Zoo Commission shall present an annual budget to the City Council “consistent with the City of Salisbury procedures on budgets,” from which “[a]ny major departures ... shall be approved by the Mayor and [City] Council”; shall be audited by an auditor selected by and at the expense of the City; and shall submit meeting minutes to the City “to be summarized in the Quarterly Report.” 4 ¹³⁴ Any changes that Zoo Commission members suggest in the By-Laws or Articles must be submitted to the Mayor and City Council for approval.

The Mayor and City Council, however, have the independent power to “make, alter, and repeal” the By-Laws. The Zoo Commission may be dissolved by the Mayor and City Council, or by its own members. Upon dissolution, all funds and property would pass to the City. Although the Zoo Commission asserts that “the activities and decision-making authority of the corporation [the Zoo Commission] are not subject to the control of the Mayor and Council,” the By-Laws state that “[t]he Mayor and City Council shall have veto power over proposals presented for approval by the Corporation.” In July 1996, the City awarded a license to Andy’s, the sole bidder, to sell ice cream and food in the City Park adjacent to the Zoo.

The ordinance granting that license apparently expired on October 31, 1996. In March 1997, the City’s Purchasing Agent, 5 using a City Purchasing Department form, issued a “Request for Proposals” for concession services “in the City Park at the Zoo,” to be received “by the City” in the Government Office Building. The request was entitled “Advertisement — City of Salisbury.” In the Request for Proposals documents, the Zoo Commission was rarely mentioned separately from the City; rather, they generally appeared together either as “the City and the Zoo Commission” or as “the City/Zoo Commission.” The Zoo Commission is mentioned separately, however, as the party that will evaluate all proposals. ¹³⁵ The bid request included a discussion of a bidder’s compliance with the City’s Equal Employment Opportunity policy and stated that “the relationship of Vendor [the successful bidder] to City of Salisbury/Salisbury Zoo Commission shall be that of an ‘independent contractor.’ ” The instructions also stated that the Zoo Commission, in its evaluation of the bids, would consider the bidders’ performance records in contracts with the City and “[previous and existing compliance with laws and ordinances relating to contracts with the City----” In a March 20, 1997 memo to the Mayor and City Council, John Pick, the City’s Executive Officer, addressed the concession issue in his “Management Report” about various City concerns: Request for Proposals — Zoo Concession Stand The Purchasing Department has released the Request for Proposals (RFP) for the Concession Stand at the Zoo based on the guidance given by the Council at your March 12 work session. Responses are due on Monday, April 14 at 10:30 a.m.

The Purchasing Department is making an effort to make sure that notification is made to a wide range of individuals and companies ... so that we receive competitive proposals. If any member of the Council knows of anyone who may be interested in submitting a proposal, please contact the Purchasing Department. Pursuant to the direction\ given by the Council, a number of changes and clarifications were made in the RFP before it was issued. Some of the most significant are: a) the RFP has been changed to clarify that the Zoo Commission is the party that will be awarding the contract. ... c) a sentence has been added clarifying that, in the event the City has to suspend or terminate the contract, the vendor will not be paid for the loss of anticipated revenues.... [Emphasis added.] In April 1997, two food-service corporations, Andy’s and Flannery’s, Inc., submitted proposals.

On April 16, the Zoo ¹³⁶ Commission held a closed meeting, during which it decided to award the concession to Flannery’s. On April 28, 1997, the Mayor and City Council approved a resolution leasing a 4,795.31 square foot area in the City Park near the Zoo to the Zoo Commission for $1.00 a year, to be used for concession sales. The City Council minutes indicate that revenue from the Zoo Commission’s vending arrangement would go to the Zoo’s Education Department. At the same meeting, the Zoo Commission’s Chairman, Ronald Alessi, informed the City Council that the Zoo Commission had reviewed two bids for the food service contract and had chosen Flannery’s.

Apparently, the Zoo Commission reviewed the bids and chose the winning bid before obtaining the lease from the City. The lease between the City and the Zoo Commission was executed on May 5,1997. After the Zoo Commission chose Flannery’s bid, Andy’s apparently requested information about the grounds for the bid decision. Unsuccessful in this endeavor, Andy’s filed suit against the Zoo Commission, the City, and Flannery’s on June 27,1997.

Discussion We have re-ordered, re-phrased, and consolidated the questions raised by the parties. Andy’s presents these questions: 6 1. Is the Salisbury Zoo Commission a public.body whose meetings must be open to the public under the Open Meetings Act? 2. Can the Salisbury Zoo Commission make a final decision awarding a concession franchise on municipal land?

The Zoo Commission and the City of Salisbury raise the following additional questions: ¹³⁷ 1. Did the circuit court err in ruling that the Zoo Commission was an instrumentality of State Government or of a political subdivision required to produce records under the Public Information Act? 2. Was the circuit court correct in denying all parties’ requests for attorney’s fees? We will address these in a different order, considering first the Public Information Act issue, and then the issues concerning the Open Meetings Act, delegation, and attorneys’ fees.

Maryland Rule 8-131(e) provides that, for actions tried without a jury, an appellate court will review the case on both the law and the evidence, and will not set aside the trial court’s judgment on the evidence unless clearly erroneous, giving due regard to the trial court’s opportunity to judge the credibility of the witnesses. When a trial court makes conclusions of law based on findings of fact, however, the clearly erroneous standard does not apply; instead, the standard of review is whether the trial court was legally correct. Himelstein v. Arrow Cab, 113 Md.App. 530, 536 , 688 A.2d 491 (1997), aff'd, 348 Md. 558 , 705 A.2d 294 (1998). I. The Public Information Act A. The disposition of the Public Information Act claim The Public Information Act, S.G. § 10-611 to 628, addresses access to public records.

Section 10-613(a) provides that “[ejxcept as otherwise provided by law, a custodian shall permit a person or governmental unit to inspect any public record at any reasonable time.” Section 10-611(g)(l) states: 7 ‘Public record’ means the original or any copy of any documentary material that: (i) is made by a unit or instrumentality of the State government or of a political subdivision or received by the ¹³⁸ unit or instrumentality in connection with the transaction of public business; and (ii) is in any form, including: 1. a card; 2. a computerized record; 3. correspondence; 4. a drawing; 5. film or microfilm; 6. a form; 7. a map; 8. a photograph or photostat; 9. a recording; or 10. a tape. In the circuit court, the Zoo Commission and the City argued that the Zoo Commission is neither a “public body” under the Open Meetings Act nor a “unit or instrumentality of ... a political subdivision” under § 10-611(g)(l)(i) of the Public Information Act. After discussing the Open Meetings Act’s definition of “public body,” the trial court stated: The Public Information Act does not use the same definition. I think under the Public Information Act we are dealing with a different definition and a different set of rules and regulations, and the issue is whether or not the Zoo Commission is an instrumentality of the state government within the meaning of the Public Information Act____ Here, you have an agency that is established true by as [sic] a private corporation under the General Corporation Act, however, its governing body is appointed by the Mayor and City Council.

It certainly does serve a public purpose in this Court’s mind. Its existence depends upon the City of Salisbury government, and I believe that it is an instrumentality of the state government for the purposes of the Public Information Act, and I would order that the Zoo Commission is ¹³⁹ responsible for turning over the minutes and tape as requested. After the trial judge ordered the Zoo Commission to provide tapes and minutes of the April 16 closed bid evaluation meeting, counsel for the Zoo Commission stated that such tapes or minutes did not exist. B. Applying the Public Information Act to the Zoo Commission In order to resolve any future issues, despite the apparent nonexistence of any minutes or tapes of the April 16 executive session, we shall examine whether the Public Information Act applies to the Zoo Commission.

The dispositive issue is whether the Zoo Commission is a “unit or instrumentality ... of a political subdivision” of the State under S.G. § 10-611(g)(l)(i). In A.S. Abell Publishing Co. v. Mezzanote, 297 Md. 26, 35 , 464 A.2d 1068 (1983), the Court of Appeals discussed the standard for determining which statutorily established entities are subject to the Public Information Act: This Court has repeatedly recognized that there is no single test for determining whether a statutorily-established entity is an agency or instrumentality of the State for a particular purpose. All aspects of the interrelationship between the State and the statutorily-established entity must be examined in order to determine its status. Katz v. Washington Suburban Sanitary Comm’n, 284 Md. 503, 510 , 397 A.2d 1027, 1031 (1979) (sovereign immunity); O & B, Inc. v. Maryland-National Capital Park & Planning Comm’n, 279 Md. 459, 462 , 369 A.2d 553, 555 (1977) (sovereign immunity)....

In each of these cited cases, this Court held that a statutorily-established entity was an agency or instrumentality of the State, notwithstanding the fact that the State did not exercise control over all aspects of the entity’s operation. These cases demonstrate that complete control — control over all aspects of an entity’s operation — is not a determinative factor in characterizing a statutorily-established entity as an agency or instrumentality of the State. Rather, a number of factors, including the degree of ¹⁴⁰ control by the State over the entity, must be taken into account. Moreover, this Court has previously rejected the conten-’ tion that the sole test to be applied in characterizing a statutorily-established entity as an agency or instrumentality of a government is whether the entity is subject to its complete control. [Citations omitted], Certainly the Zoo Commission is not a statutorily established entity, but the analysis is instructive.

In its brief, the Zoo Commission argues that it is not a unit or instrumentality of a political subdivision, as considered by S.G. § 10-611(g)(l)(i), because it is a charitable non-stock corporation that “certainly does not provide any governmental service to the public.” We discern no error, however, in the trial court’s conclusion that the Zoo Commission is subject to the Public Information Act. The Zoo Commission’s many ties to the City, as set forth above, and which will be discussed at greater length in our analysis of the Open Meetings Act issue, indicate that the Zoo Commission is an instrumentality of the City. In A.S. Abell, the Court of Appeals considered whether the Maryland Insurance Guaranty Association (MIGA) was an agency or instrumentality of the State of Maryland under the version of the Public Information Act then in effect. The statute was, in pertinent part, identical to the current Public Information Act, except that the current “unit or instrumentality” replaced “agency or instrumentality” in the section detailing the entities subject to the Act.

MIGA was a nonprofit unincorporated entity created to “provide a mechanism for the prompt payment of covered claims” when insurers were insolvent, to detect and prevent insolvencies, and to assess the cost of such payments and protection. The Court of Appeals determined that “MIGA was established by the General Assembly so that its existence is subject to legislative control. It was established for a public purpose and has the obligation to protect ... [among others] the public— MIGA can be effectively controlled by the State because its Board is not self-perpetuating.” A.S. Abell, 297 ¹⁴¹ Md. at 37-38 , 464 A.2d 1068 . Although MIGA’s Board of Directors elected its Chairman, the State Insurance Commissioner (the “Commissioner”) appointed the Directors and filled vacancies on the Board.

MIGA’s “plan of operation, consisting of various rules and regulations establishing all of its procedures,” was subject to the Commissioner’s approval and amendment. Id., 297 Md. at 38 , 464 A.2d 1068 . The Board could not delegate certain regulatory powers without the Commissioner’s approval. The Commissioner could entertain appeals from final actions of MIGA’s Board and could change the Board’s decisions.

Although all insurers were required to be members of MIGA, it was the Commissioner, not MIGA, who had the authority to revoke an insurer’s license to operate if the insurer did not pay an assessment or comply with MIGA regulations. In addition, the General Assembly exempted MIGA from state and local taxes, other than property taxes, and excused MIGA from liability for actions stemming from its performance of its duties. The Court of Appeals held that “MIGA’s existence depends upon the General Assembly” and that, although “the State does not exercise control over all aspects of MIGA’s operation,” the State’s control was sufficient for MIGA to be subject to the Public Information Act. Id.

Although the Zoo Commission differs in some ways from MIGA, the two entities share similar attributes, and the interrelationship of the Zoo Commission with the City satisfies the standard that the AS. Abell Court set for the application of the Public Information Act. Like MIGA, the Zoo Commission “is not authorized to manage its affairs independent of government control,” A.S. Abell, 297 Md. at 38 , 464 A.2d 1068 , in that the Mayor and City Council have veto power over the Zoo Commission’s proposals. The Zoo Commission has to submit its budget to the Mayor and City Council, and the Mayor and City Council have to approve any major departures from that budget.

The Zoo Commission, like MIGA, is composed of members appointed by a governmental body or executive. Just as MIGA’s “plan of operation” is “subject to approval and amendment by the Commissioner,” the Zoo ¹⁴² Commission’s By-Laws can be changed unilaterally by the Mayor and City Council, whereas any change the Zoo Commission’s members propose for the By-Laws requires the approval of the Mayor and City Council. The Mayor and City Council may dissolve the Zoo Commission. In AS.

Abell, the Court of Appeals distinguished MIGA from the Board of Governors of the Memorial Hospital of Cumberland, which the Court had held was an agency of the City of Cumberland, and subject to the version of the Public Information Act then in effect. Moberly v. Herboldsheimer, 276 Md. 211 , 345 A.2d 855 (1975). The Board of Governors was created by the General Assembly, but apparently had the ability to select its own new members, as well as the authority to select the land for the Hospital, direct its construction, and make all rules and regulations necessary for its management and operation. Id., 276 Md. at 214-216 , 345 A.2d 855 .

The Board of Governors was authorized to do these tasks “as fully as if incorporated for such purposes____” Id., 276 Md. at 216 , 345 A.2d 855 . Despite this authority, the Board of Governors was still subject to the Public Information Act. Unlike the Board of Governors in Moberly , the Zoo Commission is not self-perpetuating. The Mayor and City Council of Salisbury appoint the Zoo Commission’s members, and can dissolve the Zoo Commission at will.

The Zoo Commission must receive the City’s approval before altering its own ByLaws or making “major departures” from its budget. If anything, the Moberly Board of Governors had greater autonomy than the Zoo Commission. In this case, although it appears that no audio tapes or paper minutes for the closed meeting will actually be delivered, we shall affirm the circuit court’s ruling on the Public Information Act issue. If tapes or minutes are found to exist, the Zoo Commission would have to turn them over to Andy’s.

Prospectively, the Zoo Commission is obligated to adhere to the Public Information Act. See S.G. §§ 10-611 to 628. ¹⁴³ II. The Open Meetings Act Andy’s argues that the Zoo Commission also violated the Open Meetings Act, S.G. §§ 10-501 to 512, by holding its April 16, 1997 meeting in closed “executive session.” The Zoo Commission contends, however, that under the provisions of S.G. § 10 — 502(h), it is not a “public bod/’ subject to the Act. It supports this argument primarily on the basis of its corporate status and the autonomy that it exercises over its own affairs and appointments.

A. The Act in General The Open Meetings Act (“the Act”) states that “[ejxeept as otherwise expressly provided in this subtitle, a public body shall meet in open session.” S.G. § 10-505. State Government § 10-502(h) defines “Public bod/’ as: (1) ... an entity that: (i) consists of at least 2 individuals; and (ii) is created by: 1. the Maryland Constitution; 2. a State statute; 3. a county charter; 4. an ordinance; 5. a rule, resolution, or bylaw; 6. an executive order of the Governor; or 7. an executive order of the chief executive authority of a political subdivision of the State. (2) “Public body” includes any multimember board, commission, or committee appointed by the Governor or the chief executive authority of a political subdivision of the State, if the entity includes in its membership at least 2 individuals not employed by the State or a political subdivision of the State. The Act reflects the policy that a democratic government should be accessible and visible to the public.

Specifically, S.G. § 10-501 states, in pertinent part: ¹⁴⁴ (a) In general. — It is essential to the maintenance of a democratic society that, except in special and appropriate circumstances: (1) public business be performed in an open and public manner; ■ and (2) citizens be allowed to observe: (i) the performance of public officials; and (ii) the deliberations and decisions that the making of ' public policy involves. (b) Accountability; faith; effectiveness.— (1) The ability of the public, its representatives, and the media to attend, report on, and broadcast meetings of public bodies and to witness the phases of the deliberation, policy formation, and decision making of public bodies ensures the accountability of government to the citizens of the State. (2) The conduct of public business in open meetings increases the faith of the public in government and enhances the effectiveness of the public in fulfilling its role in a democratic society. To achieve these goals, the Act details: the composition, function, powers, and duties of the State Open Meetings Law Compliance Board (the “Compliance Board”), S.G. §§ 10-502.1-6; the process by which people may file complaints with the Compliance Board about public bodies that have failed to comply with the Act, S.G. § 10-502.5; prospective violations of the Act, S.G. § 10-502.6; the scope of the Act, S.G. § 10-503; resolution of conflicts with other laws, S.G. § 10-504; the notice public bodies must provide regarding meetings, S.G. § 10-506; attendance at public meetings, S.G. § 10-507; when closed sessions of public bodies are permitted, S.G. § 10-508; minutes of meetings, S.G. § 10-509; enforcement procedures for the Act, S.G. § 10-510; and the applicable penalty for noncompliance, S.G. § 10-511.

B. The Zoo Commission’s Contentions Regarding the Act The Zoo Commission contends that, even if.it is held to be a “unit or instrumentality” of a subdivision of the State govern ¹⁴⁵ ment as considered by the Public Information Act, S.G. § 10-611(g)(l)(i), it still does not fall within the Open Meetings Act’s definition of “public body,” which arguably covers a more narrow range of entities. The Zoo Commission argues that S.G. § 10 — 502(h)(1), the first Open Meetings Act subsection to define “public body,” is inapplicable to it because the Zoo Commission was not created by any of the methods enumerated in that subsection. To be sure, nothing in the record indicates what caused the City Solicitor to file the Zoo Commission’s Articles of Incorporation in 1983. If a City Council resolution or an executive order from the Mayor had been the impetus, it would seem that the Zoo Commission would be a public body as defined by S.G. § 10-502(h)(l).

As noted, the Articles of Incorporation grant the Mayor and City Council authority over the Zoo Commission. They also provide that, if the City government or the Zoo Commission’s own members dissolve the Zoo Commission, its assets become City property. It is highly unlikely that the City Solicitor, sua sponte, would file such Articles without the knowledge and approval of the Mayor and City Council, just as it is unlikely that the Solicitor would list the Mayor’s Executive Secretary as Resident Agent and the City’s Government Office Building as the Resident Agent’s address without direction from and the knowledge or consent of the Mayor and City Council. We need not, however, speculate as to the Solicitor’s motivations.

Instead, we will move on to consider S.G. § 10 — 502(h)(2), the subsection that contains the second definition of “public body”. The Zoo Commission argues that S.G. § 10-502(h)(2) is also inapplicable because the Zoo Commission is not a “board, commission, or committee appointed by the Governor or the chief executive authority of a political subdivision of the State.... ” The Zoo Commission’s argument under this subsection is twofold: first, it contends that it is not a “board, commission, or committee” as contemplated by the statute; second, it contends that it is not “appointed” by the Mayor of Salisbury, who is the chief executive officer of the City. We will address the arguments in the reverse order, first consid ¹⁴⁶ ering the Zoo Commission’s membership appointment process and then the “board, commission, or committee” aspect of the “Public body” definition in S.G. § 10-502(h)(2). C. The City’s Appointment Authority over the Zoo Commission The Zoo Commission’s argument regarding the “appointed by” language of S.G. § 10 — 502(h)(2) misses the mark.

The Zoo Commission contends that, because it submits a list of candidates to the Mayor and City Council for appointment to its board, it has sufficient autonomy to avoid being classified as a public body. The Mayor is the chief executive authority for Salisbury. Salisbury Charter § SC3-4.A (1996). Although the Zoo Commission’s By-Laws provide that it may submit a list of candidates to the Mayor and City Council “for consideration for appointment,” the appointing authority is not bound by the list.

The Zoo Commission’s Articles clearly state that “[t]he members of the Corporation [the Zoo Commission] shall be appointed by the Mayor and City Council,” and its By-Laws state that “The members of the Corporation shall serve at the discretion of the Mayor and City Council.... The members of the Corporation shall be appointed by the Mayor and City Council....” This process is similar to the Mayor’s shared appointment powers for department heads where the council provides “advice and consent.” Salisbury Charter § SC3-4.C. The Mayor, in conjunction with the City Council, has the ability to appoint new members and remove current members, and therefore we conclude that the Zoo Commission satisfies the appointment aspect of S.G. § 10-502(h)(2). Our conclusion is supported by prior judicial treatment of the issue in other jurisdictions. Open Meetings Laws have been enacted, in some form, in each of the fifty states.

Board of County Commissioners of Carroll County v. Landmark Community Newspapers, 293 Md. 595, 601 , 446 A.2d 63 (1982). North Carolina’s Open Meetings Law is somewhat similar to Maryland’s, stating in pertinent part that “ ‘public body' means any elected or appointed authority, board, commission, ¹⁴⁷ committee, council ... of the State, or of ... other political subdivisions or public corporations----” N.C. Gen.Stat. § 143-318.10. In DTH Publishing Corporation v. University of North Carolina, 128 N.C.App. 534 , 496 S.E.2d 8 , review denied, 348 N.C. 496 , 510 S.E.2d 381, 382 (1998), employees of the plaintiff newspaper sought to attend closed sessions of the Undergraduate Court, a student court that adjudicated allegations of student conduct violations. The Undergraduate Court was appointed by the Student Body President and confirmed by the Student Congress “in accordance with policies adopted by the ... [University Chancellor] pursuant to the authority delegated” by the University’s Board of Governors.

DTH Publishing Corporation, 496 S.E.2d at 10-11 . The defendants, the University and the Undergraduate Court itself, argued that they should not be subject to the Open Meetings Law because the selection of Undergraduate Court members was too attenuated to be deemed direct appointments by the University’s Board of Governors. Id. at 10-11. The Court of Appeals of North Carolina disagreed with this “narrow construction” of the statutory phrase “public body ... elected or appointed,” holding that the process of appointment was sufficiently direct for the Undergraduate Court to be a “public body.” Id.

DTH Publishing Corporation , while certainly not directly on point with the present case, is instructive in the interpretation of Open Meeting Acts. By looking to the general method in which the Undergraduate Court was created, and determining that the final effect of the “trickle-down” appointment was sufficiently equivalent to a direct appointment, the court included within the ambit of North Carolina’s law an entity that, under a narrow reading of the “appointed” criteria, could have been classified as a non-public body. In the case sub judice, the Zoo Commission’s members are appointed directly by the Mayor and City Council without intermediary actors. We must not overlook the purposes of the legislation before us.

The legislative policy section of Maryland’s Open Meetings Act outlines the goals that the Act seeks to achieve, stating that it is “essential to the maintenance of a democratic ¹⁴⁸ society” to allow public access to the deliberative processes of government. Such access enhances both governmental accountability and the “faith of the public in government.” S.G. § 10-501. To these ends, Maryland’s Open Meetings Act sets forth the “minimum requirements” for holding open meetings. These minimum requirements can be enhanced by statutory provisions specifying even greater access to public meetings in certain circumstances.

City of College Park v. Cotter, 309 Md. 573, 586 , 525 A.2d 1059 (1987) (citing S.G. § 10-504). In the present case, there is no legislative enactment to enlarge upon the Open Meetings Act, but such an enactment is not necessary. The Court of Appeals, in State v. Fabritz, 276 Md. 416, 421 , 348 A.2d 275 (1975), cert. denied, 425 U.S. 942 , 96 S.Ct. 1680 , 48 L.Ed.2d 185 (1976), stated that “a statute should be construed according to the ordinary and natural import of its language, since it is the language of the statute that constitutes the primary source for determining the legislative intent.” Id. (citations omitted).

For that reason, [ w]here there is no ambiguity or obscurity in the language of a statute, there is usually no need to look elsewhere to ascertain the intention of the Legislature. Thus, where statutory language is plain and free from ambiguity and expresses a definite and sensible meaning, courts are not at liberty to disregard the natural import of words with a view towards making the statute express an intention which is different from its plain meaning. Id. at 421-422, 348 A.2d 275 (citations omitted). Using the natural import of the words of the statute, we apply the Zoo Commission’s circumstances to the Act.

The Act covers “any multimember board, commission, or committee appointed by ... the chief executive authority of a political subdivision of the State____” S.G. § 10-502(h)(2). The Zoo Commission’s members, as required by its Articles and ByLaws, are appointed by the Mayor and City Council; all that remains is to determine whether it is a “board, commission, or committee” under S.G. § 10-502(h)(2). ¹⁴⁹ D. The Zoo Commission as a “board, commission, or committee” In its brief, the Zoo Commission argues that it considers S.G. § 10-502(h)(2) to cover boards, commissions, or committees which are established, created, or convened by a chief executive to conduct public business, and that said entities are included as a ‘catch all’ akin to ‘public body’ entities created by executive order as provided in § 10-502(h)(l)(ii)7, That term does not cover a corporation such as the Zoo Commission which has been established under the general incorporation laws of Maryland [and] which has not been created by any governmental action. [Emphasis in original.] The Zoo Commission cites as support Opinion No. 96-14 of the Open Meetings Act Compliance Board, the board established by S.G. §§ 10-502.1-6 to receive, review, and comment on complaints from persons alleging violations of the Act by public bodies. The Compliance Board consists of three members, at least one an attorney, appointed by the Governor. S.G. § 10-502.2.

After reviewing the complaints of persons alleging violations of the Act, the Compliance Board issues a written opinion discussing whether a violation has occurred. S.G. § 10-502.4. Opinions of the Compliance Board are advisory only, and may not be introduced as evidence in an enforcement proceeding conducted under S.G. § 10-510. S.G. § 10-502.5.

Although it is not precedential or in any way binding upon our decision, we will review the Compliance Board Opinion cited by the Zoo Commission for the limited purpose of its legislative analysis. In Opinion No. 96-14, dated December 19, 1996, the Compliance Board considered the applicability of the Open Meetings Act to the Baltimore Area Convention and Visitors Association, Inc. (“BACVA”). BACVA’s Board of Directors had denied a newspaper reporter access to one of its meetings. BACVA originally was created as a private corporation, with management and a Board of Directors that initially were not controlled or appointed by the local or State ¹⁵⁰ government.

BACVA subsequently chose to amend its corporate charter to give the Mayor of Baltimore City authority to appoint its board members, but that was the extent of the Mayor’s authority. The Compliance Board considered whether BACVA was a “public body” under S.G. § 10-502(h)(2). In pertinent part, the Compliance Board’s opinion states: As we read it, the phrase ‘multimember board, commission, or committee’ refers to entities that are part of government. When the Legislature used the term ‘board,’ it apparently intended to refer to the kind of governmental entity that is called a ‘board,’ not the board of directors of a private corporation.

In part, our conclusion is based on the common usage of the statutory terminology. The primary meaning of the term ‘board’ ... is ‘[a]n official or representative body organized to perform a trust or to execute official or representative functions or having the management of a public office or department exercising administrative or governmental functions.’ Black’s Law Dictionary 173 (6th ed. 1990). Moreover, because the terms ‘commission’ and ‘committee’ refer to governmental entities, the term ‘board’ probably refers to another in the same class of entities. In part, our conclusion is based on the legislative history of § 10-502(h)(2).

When the 1991 reform bill was introduced, it contained the following as the proposed addition to the definition of ‘public body’: ‘ “Public body” includes the multimember governing body of any corporation directly supported entirely by public funds.’ This language was deleted by amendment and the language that now appears in § 10-502(h)(2) was inserted in its stead. Because the deleted language referred to a corporate board of directors as the ‘governing body of [a] corporation,’ it is unlikely that the Legislature intended to include a private corporation’s board of directors within the scope of § 10-502(h)(2) as enacted---- This change of language indicates to us a change