BRUNSWICK, Maine — Brunswick Development Corp. adopted amended bylaws and new ethics policies Wednesday, several months after being criticized by residents and some town officials for making an unusual and unprecedented loan.
BDC’s policies and its directors, which recently included two town councilors and two town staff members, came under scrutiny after the board in July approved a nearly $250,000 forgivable loan to a business owned by the husband of a former councilor and BDC board member.
The amended bylaws include implementation of a new code of ethics and conflict-of-interest policies, modeled after documents used by the Freeport Economic Development Corp.
Starting next year, the seven-member board of directors, which now consists of two town councilors, the town manager and four citizen members, will have to acknowledge the new policies on an annual basis.
The code of ethics policy requires BDC board members to:
• “Represent the interest of all people,” including business owners and property owners;
• Not use the organization for their own personal advantage;
• “Do nothing to violate the trust” of the people they serve;
• Never use BDC to promote their own “partisan politics, religious matters or positions on any issue not in conformity” with BDC’s policies;
• And never accept gifts from businesses involved with BDC.
The conflict-of-interest policy says a conflict arises when a board member involved in a board-level decision “is in a position to benefit directly from that decision.” The policy also prohibits board members from using their title to “obtain a private, social, or political benefit.”
If a board member believes he or she may have a potential conflict of interest, the board will determine whether the member should be recused from discussing and voting on that particular matter.
“A board member should avoid the appearance of conflict of interest by disclosure or by abstention,” the policy states.
The amended bylaws call for the replacement of the town finance director’s board position by a citizen member, tipping the scales of the BDC’s board composition to include more citizens than town officials. It will also limit the terms of positions held by town councilors to six years and citizen members to three years.
From now on, the BDC must also provide the public advance notice of all regular and special meetings, a requirement not previously included in the bylaws.
The amended bylaws also shift the responsibility of appointing citizen members from the Town Council to the BDC. Citizen members will now serve staggering two-year terms instead of three-year terms. There is no change to the town councilors’ one-year terms.
A new section in the amended bylaws prohibits state elected officials and town councilors from receiving financial assistance from the BDC while in office and for a period of one year after leaving elected office.
Councilor and BDC board member John Richardson praised BDC’s work on the bylaws, which he said had long been in the works.
He also said it was unfortunate that some people decided to criticize the BDC’s business for “personal and political reasons,” rather than praise its work and see how it contributed to the town’s economic development.
BDC is an independent nonprofit corporation. It was established and initially funded by the town in 1995, but eventually paid back the startup loan.