City of Baltimore Development Corporation v. Carmel Realty Associates

³⁰⁶ CATHELL, J. This appeal arises from an action filed by Carmel Realty Associates, respondent, 1 alleging that the City of Baltimore Development Corporation (the “BDC”), petitioner, is subject to the requirements of both the Open Meetings Act 2 and Maryland’s Public Information Act. 3 At the trial level, both parties moved for summary judgment. After hearing arguments on March 14, 2005, the Circuit Court for Baltimore City issued an Order denying Carmel Realty’s motion and granting the BDC’s motion. In an unreported opinion, filed January 24, 2006, the Court of Special Appeals reversed the ruling of the trial court and found that the BDC is subject to the requirements of both the Open Meetings Act and the requirements of Maryland’s Public Information Act. The City of Baltimore Development Corporation filed a petition for a writ of certiorari on March 6, 2006, and Carmel Realty filed a cross-petition for a writ of certiorari on March 18, 2006.

This Court granted both petitions on May 10, 2006. City of Baltimore Development Corporation v. Carmel Realty Associates, et al., 392 Md. 724 , 898 A.2d 1004 (2006). The following questions are presented for review: 4 ³⁰⁷ 1. Is the City of Baltimore Development Corporation a “public body” for the purposes of the Open Meetings Act? 2.

Is the City of Baltimore Development Corporation an “instrumentality” of Baltimore City for the purposes of the Public Information Act? 3. If Carmel Realty is the prevailing party, is it entitled to attorney’s fees as authorized by the relevant sections of the Open Meetings and the Public Information Acts? We hold that the City of Baltimore Development Corporation is, in essence, a public body for the purposes of the Open Meetings Act and it is, in essence, an instrumentality of Baltimore City for the purposes of Maryland’s Public Information Act. There has been no decision at the trial level regarding the issue of attorney’s fees.

Accordingly, we decline to address the issue. See generally Stromberg Metal Works, Inc. v. University of Maryland, 395 Md. 120 , 909 A.2d 663 (2006). 5 ³⁰⁸ I. Facts A. City of Baltimore Development Corporation The City of Baltimore Development Corporation (the “BDC”) was formed in October of 1991 with three members: Claude E. Hitchcock, Lyn W. Townsend, and Arnold Williams. The initial Board of Directors was composed of four individuals: William R. Brown, Jr., Honora M. Freeman, Robert W. Hearn, and Lynette W. Young. 6 The BDC is a not-for-profit corporation. The BDC’s stated purpose is: ³⁰⁹ “(1) To develop and implement long-range development strategies for commercial, industrial, office, residential, and other development in the City of Baltimore (the ‘City’); to serve as a liaison between the private and public sector to coordinate development efforts and to expedite the review of public approvals and other government services in the City; and to undertake any other appropriate activity to achieve the continued strong business climate, urban renewal, and development throughout the City; “(2) To implement, oversee, and encourage public and private development and rehabilitation projects that will increase the City’s tax base (by, among other things, assisting the City (and new and existing business) to finance new and expanding operations), provide permanent and temporary jobs (and job opportunities) in the City, and foster investment and confidence in the City’s economy; “(3) To enhance and improve the physical and cultural environment of the City through the creation of public open space, improved transportation systems, and the encouragement and creation of public attractions for local residents and visitors; to encourage cultural, entertainment, recreational, historic, and educational facilities that will further the promotion of the benefits of living in or visiting the City; to bring new spending power to the City’s economy; to enhance and improve the image of the City as a place to live, work, and visit; and to encourage new residential initiatives in the City; “(4) To improve the economic health of the City through attraction of new businesses, retention of existing businesses, and the stimulation and encouragement of growth and expansion of commercial office uses, manufacturing, warehousing, distribution, research, and development, including industrial application of new technologies, particularly in the medical and biotechnological spheres and ‘space age’ technologies with maximum growth potential; “(5) To increase minority business enterprise and women’s business enterprise participation in business and development activity; ³¹⁰ “(6) To provide in the furtherance of these declared purposes, financing, financial assistance, and financial advice, including but not limited to activities permitted under programs of the Small Business Administration and other economic development programs of the Federal, state, or local governments; such activities to include buying and selling real property and developing and leasing such property, together with the creation of financial instruments and entities appropriate for such purposes; “(7) In furtherance of these declared purposes, to carry out a contract or contracts, as amended from time to time, between the Corporation and the City; such services as therein specified, or to be specified, to include, by example and not by way of limitation, the coordination of public functions such as the preparation, adoption, and execution of Urban Renewal Plans, Planned Unit Developments, Industrial Retention Zones, and Free Enterprise Zones; “(8) To coordinate activities of local, state, and Federal agencies as well as private for-profit and non-profit entities for the purpose of achieving the Corporation’s objectives, and to receive and expend funds from any legal source for any legal purpose so long as consistent with its declared purposes; “(9) To undertake activities within the City or outside the City when such activities are reasonably anticipated to have an impact on the City; which activities may include research, planning, and investigation, as well as developing and maintaining public and private sector contacts in furtherance of these corporate purposes; and “(10) To do anything permitted by Section 2-103 of the Corporations and Associations Article of the Annotated Code of Maryland as amended from time to time, subject to any limitations imposed under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time....” Amended Articles of Incorporation of the City of Baltimore Development Corporation, ART.

FOURTH, October 4, 1991. ³¹¹ B. “The Superblock.” In 1999, the Baltimore City Council enacted an amendment to the Urban Renewal Plan, City of Baltimore Ordinance 99-423, for the Westside section of Downtown Baltimore which was advertised as the largest Urban Renewal Plan since the Inner Harbor revitalization took place. Section 3 of that Ordinance states: “That it is necessary to acquire, by purchase or by condemnation, for urban renewal purposes, the fee simple interest or any lesser interest in and to the following properties or portions thereof, together with all right, title, interest....” Section 4 of Ordinance 99-423 gives the BDC, “acting pursuant to its contract with the Mayor and City Council,” 7 certain responsibilities with respect to the Westside project. Sections 5 and 6 of Ordinance 99-423 contain additional responsibilities the BDC is required to fulfill, separate and apart from its contract with the City. 8 ³¹³ It is the matter referred to by the parties as the “Super-block” that brings this case before the Court. The Superblock is a part of the Westside project and its boundaries are, generally, the 100 block of Clay Street and the 200 block of West Lexington Street on the north; the 100 block of North Howard Street on the west; West Fayette Street on the south; and North Liberty Street on the east.

Within this perimeter are more than 50 individual properties which comprise a total of 3.62 acres. Some of the properties to be condemned or purchased by the City, as part of the Super-block project, are owned by respondents. On October 27, 2003, the BDC solicited requests for proposals (“RFP’s”) to develop the Superblock. All of the respondents submitted development proposals to the BDC for the buildings they owned or occupied by February 27, 2004.

On October 23, 2004, respondents submitted a written request to the BDC seeking, under Maryland’s Public Information Act, access to minutes of meetings of the BDC’s Board of Directors, copies of the proposals submitted for the Superblock, and other information in the BDC’s possession regarding the proposals. On November 9, 2004, the BDC’s President denied the request, writing: “As a separate non-profit corporation, the City of Baltimore Development Corporation is not subject to the Maryland Public Information Act.” On November 16, 2004, all of the respondents, except Carmel Realty, received a letter from the BDC stating that it would contact each of them to arrange a meeting within two weeks of the date of the letter to discuss each respondent’s ³¹⁴ proposal for the development of his or her property. Respondents were to “come prepared to discuss overall costs, financing sources and uses, owner’s equity, anticipated public tax credit, subsidy, and grant or loan assistance.... ” The letter was signed by the BDC’s Chief Operating Officer. On November 18, 2004, respondents submitted a written request to the BDC for information regarding the BDC’s Board of Directors’ scheduled meetings so that respondents could attend.

The record does not contain a response by the BDC to this request. On that same day, the BDC’s Board of Directors met and voted unanimously to recommend to the Mayor one entity as the “key developer” for the Superblock. Two other developers were selected to revitalize areas within the Superblock, but Carmel Realty was the only respondent to be selected as a developer. On November 29, 2004, respondents filed a two count Complaint alleging that the BDC, as the “economic development arm” of Baltimore City, is subject to the provisions of the Open Meetings Act and that, as the City’s instrumentality, the BDC is subject to the provisions of Maryland’s Public Information Act.

On March 14, 2005, the Circuit Court heard arguments on the parties’ cross-motions for summary judgment. On June 8, 2005, the Circuit Court issued an Order with a Memorandum Opinion granting petitioner’s motion and denying respondent’s motion. Respondents appealed to the Court of Special Appeals. On January 24, 2006, in an unreported opinion, the Court of Special Appeals reversed the judgment of the trial court and found that Maryland’s Open Meetings and Public Information Acts applied to the BDC.

For the reasons stated below, we affirm the judgment of the Court of Special Appeals.

II

Standard of Review An appellate court reviews a trial court’s grant of summary judgment de novo. Mayor and City Council of Baltimore v. Whalen, 395 Md. 154, 161 , 909 A.2d 683 (2006); Rockwood Cas. Ins. Co. v. Uninsured Employers’ Fund, 385 ³¹⁵ Md. 99, 106, 867 A.2d 1026, 1030 (2005).

Prior to making a determination as to whether the trial court was correct as a matter of law, the appellate court must make an initial determination as to whether there is a genuine dispute of material fact. Whalen, 395 Md. at 161 , 909 A.2d at 688 ; Jurgensen v. New Phoenix Atlantic Condominium Council of Unit Owners, 380 Md. 106, 114 , 843 A.2d 865, 869 (2004). Factual disputes and reasonable inferences drawn from the facts of the case must be resolved in favor of the non-moving party. Whalen, 395 Md. at 161 , 909 A.2d at 688 ; Jurgensen, 380 Md. at 114 , 843 A.2d at 869 .

Only when there is an absence of a genuine dispute of material fact, will an appellate court make a determination as to whether the trial court was correct as a matter of law. Whalen, 395 Md. at 161-62 , 909 A.2d at 688 ; Rockwood, 385 Md. at 106 , 867 A.2d at 1030 . The parties do not dispute any material facts for the purposes of determining whether the BDC is a public body under the Open Meetings Act or whether it is an instrumentality of Baltimore City under Maryland’s Public Information Act. Therefore, our sole task is to make a determination as to whether the Circuit Court for Baltimore City was correct as a matter of law when it held that the Open Meetings Act and Maryland’s Public Information Act do not apply to the BDC.

III

Discussion Eminent domain is the “ ‘inherent power of a governmental entity to take privately owned property ... and convert it to public use....’” J.L. Matthews, Inc. v. Maryland-National Capital Park and Planning Commission, 368 Md. 71, 87 , 792 A.2d 288, 297 (2002) (quoting Black’s Law Dictionary 541 (7th ed.1999)). It is a “basic principle of constitutional law that the power of eminent domain adheres to sovereignty and requires no constitutional authority for its existence.” Lore v. Board of Public Works of State of Maryland, 277 Md. 356, 358 , 354 A.2d 812, 814 (1976) (emphasis added). The “mode and manner of the exercise of the power of eminent domain, however, is exclusively vested in the judgment and discretion of the Legislature, and is not without ³¹⁶ its limitations.” Matthews, 368 Md. at 87 , 792 A.2d at 297 (citations omitted) (quotations omitted). The Fifth 9 and Fourteenth 10 Amendments to the United States Constitution, together with Article III, § 40 of the Maryland Constitution 11 limit the Legislature’s power of eminent domain “by requiring that the taking of private property by governmental entities ‘be for public use and that just compensation be paid.’ ” Matthews, 368 Md. at 87 , 792 A.2d at 297 (quoting Utilities, Inc. Of Md. v. Wash.

Suburban Sanitary Comm’n, 362 Md. 37, 45-46 , 763 A.2d 129, 133 (2000)). The recent Supreme Court decision Kelo v. City of New London, 545 U.S. 469 , 125 S.Ct. 2655 , 162 L.Ed.2d 439 (2005), has sparked national, state, and local public debate over the eminent domain process. Writing for the dissent in Kelo , Justice O’Connor explained that Court’s historical interpretation of the limitations the Fifth Amendment places on the exercise of eminent domain: “[W]e have read the Fifth Amendment’s language to impose two distinct conditions on the exercise of eminent domain: the taking must be for a ‘public use’ and ‘just compensation’ must be paid to the owner. “These two limitations serve to protect ‘the security of Property,’ which Alexander Hamilton described to the Philadelphia Convention as one of the ‘great obj[ects] of Government].’ Together they ensure stable property ownership by providing safeguards against excessive, unpredictable, or unfair use of the government’s eminent domain ³¹⁷ power-particularly against those owners who, for whatever reasons, may be unable to protect themselves in the political process against the majority’s will. “While the Takings Clause presupposes that government can take private property without the owner’s consent, the just compensation requirement spreads the cost of condemnations and thus prevents the public from loading upon one individual more than his just share of the burdens of government. The public use requirement, in turn, imposes a more basic limitation, circumscribing the very scope of the eminent domain power: Government may compel an individual to forfeit her property for the public’s use, but not for the benefit of another private person.

This requirement promotes fairness as well as security.[ 12 ] “Where is the line between ‘public’ and ‘private’ property use? We give considerable deference to legislatures’ determinations about what governmental activities will advantage the public. But were the political branches the sole arbiters of the public-private distinction, the Public Use Clause would amount to little more than hortatory fluff. An external, judicial check on how the public use requirement is interpreted, however limited, is necessary if this constraint on government power is to retain any meaning.” Kelo, 545 U.S. at 496-97 , 125 S.Ct. at 2672-73 (O’Connor, J. dissenting) (citations omitted) (quotations omitted).

It is clear in the present case that the BDC functions as part of the exercise of the City’s powers of eminent domain. 13 The BDC by itself has no such power. ³¹⁸ We are mindful that the issues discussed by Justice O’Conner above appear to be at the very root of most urban renewal disputes, but they are not presently before us and we leave them for another day. We only note that when one is forced to convey his or her property to a public entity it is in contravention, albeit alleviated by compensation and thus permitted, of a constitutional right and, seemingly, such proceedings should be even more open to public scrutiny especially when the property might ultimately be conveyed to other private parties. A. Statutory Interpretation. In Chow v. State, the Court recited the principles of statutory interpretation which we have so often stated: “ ‘The cardinal rule of statutory interpretation is to ascertain and effectuate the intent of the Legislature.

Statutory construction begins with the plain language of the statute, and ordinary, popular understanding of the English language dictates interpretation of its terminology. “ ‘In construing the plain language, [a] court may neither add nor delete language so as to reflect an intent not evidenced in the plain and unambiguous language of the statute; nor may it construe the statute with forced or subtle interpretations that limit or extend its application. Statutory text should be read so that no word, clause, sentence or phrase is rendered superfluous or nugatory. The plain language of a provision is not interpreted in isolation. Rather, we analyze the statutory scheme as a whole and attempt to harmonize provisions dealing with the same subject so that each may be given effect. ³¹⁹ “ ‘If statutory language is unambiguous when construed according to its ordinary and everyday meaning, then we give effect to the statute as it is written.

If there is no ambiguity in that language, either inherently or by reference to other relevant laws or circumstances, the inquiry as to legislative intent ends; we do not need to resort to the various, and sometimes inconsistent, external rules of construction, for the Legislature is presumed to have meant what it said and said what it meant.’ ” Chow, 393 Md. 431, 443-44 , 903 A.2d 388, 395 (2006) (quoting Kushell v. Dept. of Natural Resources, 385 Md. 563, 576-77 , 870 A.2d 186, 193-94 (2005)) (citations omitted) (quotations omitted). The Chow Court continued: “ ‘In some cases, the statutory text reveals ambiguity, and then the job of this Court is to resolve that ambiguity in light of the legislative intent, using all the resources and tools of statutory construction at our disposal. However, before judges may look to other sources for interpretation, first there must exist an ambiguity within the statute, i.e., two or more reasonable alternative interpretations of the statute. Where the statutory language is free from such ambiguity, courts will neither look beyond the words of the statute itself to determine legislative intent nor add to or delete words from the statute.

Only when faced with ambiguity will courts consider both the literal or usual meaning of the words as well as their meaning in light of the objectives and purposes of the enactment. As our predecessors noted, “We cannot assume authority to read into the Act what the Legislature apparently deliberately left out. Judicial construction should only be resorted to when an ambiguity exists.” Therefore, the strongly preferred norm of statutory interpretation is to effectuate the plain language of the statutory text.’ ” 393 Md. at 444 , 903 A.2d at 395 (quoting Price v. State, 378 Md. 378, 387-88 , 835 A.2d 1221, 1226 (2003) (citations omitted)). We will apply these principles to the Open Meetings Act and to Maryland’s Public Information Act in turn. ³²⁰ B. Open Meetings Act.

The openness of government was an issue of great import to at least one of this Country’s founding fathers. John Adams, when distinguishing between the manner in which the public business of his ancestors was carried out and his hopes for the future of America, wrote that: “Liberty cannot be preserved without a general knowledge among the people, who have a right ... and a desire to know; but besides this, they have a right, an independent right, an indisputable, unalienable, indefeasible, divine right to that most dreaded and envied kind of knowledge, I mean of the characters and conduct of their rulers.” 14 Maryland’s first comprehensive legislation regarding open meetings came into being over 200 years later when, in 1977, the General Assembly enacted sections 7 through 15 of Article 76A of the Maryland Code. Community and Labor United For Baltimore Charter Committee (C.L.U.B.) v. Baltimore City Board of Elections, 377 Md. 183, 193 , 832 A.2d 804, 809 (2003) (citing Wesley Chapel Bluemount Ass’n v. Baltimore County, 347 Md. 125, 137-138 , 699 A.2d 434, 440 (1997)). “[T]he heart of the Act[ 15 ] is found in the public policy declarations of § 7, ie., that ‘public business be performed in an open and public manner and that the citizens be advised of and aware of ... the deliberations and decisions that go into the making of public policy.’ ” New Carrollton v. Rogers, 287 Md. 56, 71-72 , 410 A.2d 1070, 1078 (1980) (emphasis added). Then-Chief Judge Murphy, writing for the Court in New Carrollton , eloquently explained the policy behind the Open Meetings Act: ³²¹ “While the Act does not afford the public any right to participate in the meetings, it does assure the public right to observe the deliberative process and the making of decisions by the public body at open meetings.

In this regard, it is clear that the Act applies, not only to final decisions made by the public body exercising legislative functions at a public meeting, but as well to all deliberations which precede the actual legislative act or decision. ... It is, therefore, the deliberative and decision-making process in its entirety which must be conducted in meetings open to the public since every step of the process, including the final decision itself, constitutes the consideration or transaction of public business. In this regard, the Supreme Court of Florida, in Town of Palm Beach v. Gradison, 296 So.2d 473 (Fla.1974), construing that state’s open meeting law, observed: ‘One purpose of the government in the sunshine law was to prevent at nonpublic meetings the crystallization of secret decisions to a point just short of ceremonial acceptance. Rarely could there be any purpose to a nonpublic premeeting conference except to conduct some part of the decisional process behind closed doors.

That statute should be construed so as to frustrate all evasive devices. This can be accomplished only by embracing the collective inquiry and discussion stages with the terms of the statute, as long as such inquiry and discussion is conducted by any committee or other authority appointed and established by a governmental agency, and relates to any matter on which foreseeable action will be taken.’ 296 So.2d at 477 .” (Emphasis added.) New Carrollton, 287 Md. at 72-73 , 410 A.2d at 1078-79 (citations omitted). Judge Eldridge, more recently for this Court, stated: “The clear policy of the Open Meetings Act is to allow the general public to view the entire deliberative process.” C.L.U.B., 377 Md. at 194 , 832 A.2d at 810 (emphasis added). Article 76A was recodified as §§ 10-501-10-512 of the Open Meetings Act by Chapter 284 of the Acts of 1984 without any substantial changes.

Therefore, the fundamental ³²² policy of the Open Meetings Act is the same today as it was in 1977, that: “it is essential to the maintenance of a democratic society that ... public business be performed in an open and public manner; and citizens be allowed to observe ... the deliberations and decisions that the making of public policy involves.” § 10-501(a)(l)(ii) (emphasis added). We continue with the plain language of the relevant portions of the Open Meetings Act: “(h) Public body. — (1) ‘Public body’ means an entity that: (1) consists of at least 2 individuals; and (ii) is created by: 1. the Maryland Constitution; 2. a State statute; 8. 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: (i) any multimember board, commission, or committee appointed by the Governor or the chief executive authority of a political subdivision of the State, or appointed by an official who is subject to the policy direction of the Governor or chief executive authority of the political subdivision, if the entity includes in its membership at least 2 individuals not employed by the State or the political subdivision; ...” § 10-502(h). Petitioner argues that it is not a public body within the meaning of the Open Meetings Act because it is not an entity created by one of the provisions of § 10-502(h)(1).

It urges us to read § 10-502(h)(2) as being merely illustrative of § 10-502(h)(1) because the word “means” is used in (h)(1) and the word “includes” is used in (h)(2). Petitioner argues that the Legislature uses “means” to define and “includes” to ³²³ illustrate or give examples only of what it has already defined in § 10-502(h)(1). The BDC incongruously relies on Maryland Code (1957, 2005 Repl.Vol.), Article 1, § 30, for support: “The words ‘includes’ or ‘including’ mean, unless the context requires otherwise, includes or including by way of illustration and not by way of limitation.” (Emphasis added). Petitioner also cites to Hackley v. State, in which we quoted from the Maryland Style Manual for Statutory Law, Department of Legislative Services (Jan.1998) at 27: “[Legislative drafters [are] to ‘[u]se “means” if the definition is intended to be exhaustive’ ... and to ‘[u]se “includes” if the definition is intended to be partial or illustrative’....” Hackley, 389 Md. 387, 393 , 885 A.2d 816, 820 (2005).

In short, petitioner argues that § 10-502(h)(1) lists exclusively the threshold indicia of a public body for the purposes of the Open Meetings Act and § 10-502(h)(2) only illustrates or gives examples of those types of public bodies specified in § 10-502(h)(1). We disagree; rather, the two sections address alternative approaches. Section 10-502(h)(2) introduces a new concept and is not a subsidiary section to § 10-502(h)(1) because it introduces a different set of public bodies other than those described in § 10-502(h)(1). Respondent’s position is consistent with our view.

Initially, respondent asserts that the BDC is subject to § 10-502(h)(1) because it originally had three “high City officials” on its governing body and because the BDC’s website stated it was “chartered” by the City. Respondent also argues, persuasively, that when § 10-502(h)(l) and (2) are read together in context, the word “includes” is not used to limit § 10-502(h)(1) because § 10-502(h)(2) introduces a different manner in which qualifying public bodies may be created that is separate and distinct from § 10-502(h)(1). Thus, respondent asserts, the context of the word “includes” prevents it from being read only as illustrative of and limited to the provisions of § 10-502(h)(1). We agree.

Had it been a subsidiary clause of § 10-502(h)(1) it would have been made subject to the prior section and normally would have been designated “ § 10-502(h)(1) ... (iii).” ³²⁴ For an entity to meet the definition of a public body, § 10-502(h)(1)(i) requires that it consist of at least two individuals. Section 10-502(h)(1)(ii)(1-7) imposes the additional requirement that the entity be created by Maryland’s Constitution; a State statute; a county charter; an ordinance; a rule, resolution, or bylaw; an executive order of the Governor; or an executive order of the chief executive authority of a political subdivision of the State. Thus, § 10-502(h)(1)(i) and (ii) make the Open Meetings Act applicable to entities consisting of at least two individuals that are created by some form of constitutional act, legislative act, or executive order.

The BDC’s Board of Directors consists of more than two individuals, as required by § 10-502(h)(1)(i), but there is nothing in the record to show that the BDC was created by any of the specific acts or orders found in § 10-502(h)(1)(ii) (1-7). Therefore, in the absence of support in the record, the BDC cannot be placed within the class of entities that are “public bodies” solely under the provisions of § 10-502(h)(1)(i) and (ii). Section 10-502(h)(2)(i) additionally states, however, that a: “(2) ‘Public Body’ includes: (i) any multimember board, commission, or committee appointed by the Governor or the chief executive authority of a political subdivision of the State, or appointed by an official who is subject to the policy direction of the Governor or chief executive authority of the political subdivision, if the entity includes in its membership at least 2 individuals not employed by the State or the political subdivision; ...” (Emphasis added.) Section 10-502(h)(2)(i), as it pertains to the case at bar, makes multimember boards appointed by the chief executive authority of a political subdivision, which consist of at least two individuals not employed by the particular subdivision, subject to the Open Meetings Act. Thus, § 10-502(h)(2)(i) introduces a separate and distinct definition from the definition contained in § 10-502(h)(1) and the context requires that the word “includes” not be read as illustrative, by way of limitation, of ³²⁵ the § 10-502(h)(1) methods by which a public body subject to the act is defined.

Were we to find otherwise, we would be reading § 10 — 502(h)(2)(i) and the distinct meaning it introduces, as superfluous or nugatory and we would not be harmonizing provisions dealing with the same subject so that each may be given effect. Such a reading would be inconsistent with the principles of statutory interpretation. Moreover, the parties do not dispute that the BDC’s bylaws require it to be a multimember board, that its Board of Directors currently consists of at least two individuals not employed by Baltimore City, 16 and that the Board is nominated or appointed by the Mayor of Baltimore City. 17 ³²⁶ The City of Baltimore Development Corporation’s Amended Articles of Incorporation provide: “(1) The affairs of the Corporation shall be managed under the direction of a Board of Directors which shall exercise all corporate powers except as conferred on or reserved to the Members of the Corporation by law or the By-Laws of the Corporation. “(2) The Board of Directors shall consist of such numbers of persons as may be provided from time to time by the ByLaws, but not less than four (4) persons. The members of the Board of Directors shall serve for such terms and shall have such qualifications as may be set forth in the By-Laws of the Corporation.” ART.

SIXTH, October 4, 1991. Section (1) gives the Board of Directors power over the activities of the Corporation. Section (2) provides that, in accordance with the corporation’s bylaws, the Board of Directors will consist of a certain number of people who have certain qualifications. The bylaws, as amended on November 4, 1997, 18 give the Mayor power of appointment or nomination to the Board, the power of removal over members of the Board, and the power to appoint directors to fill vacancies for the remainder of terms of vacating directors.

The Mayor, to a large extent, can control the Board of Directors and the Board controls the BDC. Thus, through the nomination, removal, and appointment process, the Mayor controls the City of Baltimore Development Corporation and it is, in essence, a public body under the plain language of § 10-502(h)(2) and must comply prospectively with the provisions of the Open Meetings Act. 19 ³²⁷ Although there is no ambiguity in the term “includes” as it is used in § 10-502(h)(2) and no interpretation is required, petitioner argues, in the alternative, that the legislative history of § 10-502(h)(2) demonstrates that the General Assembly never intended to apply the Open Meetings Act to entities like the BDC. Petitioner bases its argument on an Attorney General’s letter discussing the interpretation of “includes” (in the context of a failed amendment to the Open Meetings Act), two failed bills which would have expanded the definition of public body to expressly reach private corporations, and one failed bill which would have expanded the definition for the sole purpose of reaching the BDC. We note at the outset, that Attorney General opinions are entitled to consideration, but that they are not binding on this Court.

Dodds v. Shamer, 339 Md. 540, 556 , 663 A.2d 1318, 1326 (1995). The proposed language of the suggested amendment to § 10-502(h)(2) that the Attorney General was asked to interpret for the purposes of the advisory letter was: “ ‘PUBLIC BODY’ INCLUDES THE MULTIMEMBER GOVERNING BODY OF ANY CORPORATION DIRECTLY SUPPORTED ENTIRELY BY PUBLIC FUNDS.” 20 (quotations omitted). That language, however, was not included in the amendment. The language that was actually enacted read: “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 INDI ³²⁸ VIDUALS NOT EMPLOYED BY THE STATE OR A POLITICAL SUBDIVISION OF THE STATE. ...” Chapter 655 of the Acts of 1991.

The letter from the Attorney General is not relevant to the case at bar because the version of the bill that the Attorney General was asked to interpret was apparently rejected by the General Assembly when it enacted an entirely different version of the bill that included the language we here interpret. 21 Petitioner then argues that three proposed amendments to the definition of “public body” that were rejected by the General Assembly are evidence that it never intended § 10-502(h)(2) to apply to the BDC. The first two proposed bills