When the Maryland Stadium Authority voted last Thursday on a nonbinding agreement between the state and the Baltimore Orioles for a future lease at Camden Yards, they did so over the phone and out of the public eye, raising questions about transparency.
The public body, comprised of members appointed by Gov. Wes Moore, legislative leadership and Baltimore City Mayor Brandon Scott, regularly approves agreements, both legally binding and nonbinding, during monthly public meetings. They post online agendas in advance and their votes are cast during public meetings that are livestreamed to an internet audience.
But not this one.
The interim step toward releasing at least $600 million in public funds — one of the Maryland Stadium Authority’s most high-stakes deals — was decided during one-on-one phone conversations between Chairman Craig Thompson and each voting member. Those private talks took place just days before the board’s regularly scheduled public meeting.
“Once the parties negotiated the terms of the memorandum of understanding (MOU), Chairman Thompson called each of the current MSA Board members on September 28 to discuss the final terms of the MOU and obtain their approval through unanimous written consent in lieu of a meeting,” the stadium authority said in a statement issued in response to questions from The Baltimore Banner.
To seal the preliminary deal, the signers inked nine different pieces of paper, each a record of only one board member’s signature.
Thompson and the stadium authority contend that the rarely used vote-by-phone operation, completed just prior to a dramatic midgame “deal” announcement on the video board at Oriole Park at Camden Yards, complies with Maryland law.
The stadium authority — created as a “public corporation” and an “instrumentality of the state” by state lawmakers in 1986 — cited a provision of state law that applies to the boards of directors of corporations and associations. The last time they used the provision was in 2011.
The referenced law allows corporations and associations to hold a private vote without a meeting as long as it is unanimous and given in writing by each board member. According to the stadium authority spokesperson, the series of phone calls, which included Thompson answering members’ questions about the agreement, did not constitute an official meeting that would have been subject to the Open Meetings Act, which dictates how government bodies must hold meetings open to the public.
“The Open Meetings Act does not govern whether a public body must conduct business in a meeting. It sets the rules that apply when a public body does meet,” stadium authority spokesperson Rachelina Bonacci said in the statement.
Entire board involved
Thompson said the Orioles and the state set a target of signing the MOU “on or about last Thursday,” but he could not recall “when or why we landed on that date.”
The chairman said he was presented with two voting options: hold an emergency public meeting or call each board member for their signed consent.
If an emergency meeting was held, possibly as few as six members — a quorum — might make it, Thompson said in an interview. But if each board member was contacted by phone, everyone would have the opportunity to vote.
Thompson chose the latter option, which he is confident is legal.
“I felt that that was a more thorough approach to have each board member have an opportunity to hear the proposal, vet the proposal, discuss the proposal, and also offer any questions and offer their approval or not,” Thompson said.
He added: “I wanted to make sure that the public saw that all board members were supportive of me signing the MOU.”
But the public couldn’t see that the board members had voted for the MOU until several days later, when the document was posted on the stadium authority website.
“We felt that this was certainly an appropriate way and as transparent as we could for moving the document forward,” Thompson said.
Moore, when asked whether the stadium authority vote was appropriate and transparent, praised Thompson’s leadership as “masterful.”
”I trust the leadership of Craig Thompson and the leadership over at MSA to decide how they want to determine those matters,” the Democratic governor told The Baltimore Banner.
Moore said he did not give Thompson and the stadium authority a deadline to vote on the agreement.
The handling of the vote on the Orioles memorandum of understanding is significantly different from when the stadium authority agreed to a new lease with the Baltimore Ravens. And it raised concerns among open government advocates.
Joanne Antoine, executive director of democracy watchdog Common Cause Maryland, said public business should happen in public view.
“I think anytime a public body is making decisions — especially major decisions — behind closed doors, everyone should be concerned,” Antoine said.
“I think best practices should always be that when there’s a vote that is happening: One, you should not know what the outcome of the vote is going to be before there’s some type of public deliberation, but, two, the vote should happen in public where we’re all able to see it where there’s a very clear roll call and where we can see where all of the board members stand,” Antoine said.
Kevin Goldberg works as a First Amendment specialist for the Freedom Forum in Washington, D.C., a national nonpartisan nonprofit dedicated to fostering First Amendment freedoms. Before that, he worked for 25 years in media law representing journalists, news publications and associations in cases involving government transparency.
He said public meeting laws exist to “ensure that the public’s business is not done behind closed doors.” From a legal perspective, Goldberg said the amount of money involved or the scale of a project is irrelevant.
“But as a matter of public policy, the more money that’s being spent, the more we want that decision to be made in public.”
Generally, the “default setting” for public bodies making decisions on behalf of citizens is to hold them in public, according to Goldberg, unless there is a legally supported reason for discussing topics in private.
Private communications among members of public bodies can be considered a meeting if the members exchange group emails or texts over a brief time period. The MSA did not answer The Banner’s questions about whether the members — in addition to the calls — exchanged written communications about the deal outside of receiving the agreement.
Maryland law does allow public bodies to discuss limited topics in closed session. Some reasons permitting closed meetings could include personnel matters, conferring with legal counsel, or discussing possible criminal conduct.
However, the public body must vote in the open, Goldberg said.
The stadium authority’s process with the Orioles lease is different from how the authority handled the new lease for the Ravens. In the Ravens deal, there was no preliminary agreement akin to the Orioles MOU; rather, the Ravens and stadium authority went directly to approving a lease.
The stadium authority held a teleconference meeting on the lease that was livestreamed on Dec. 27, 2022. Then-Chairman Tom Kelso and the board members voted to go into a closed session to discuss the lease and receive legal guidance on it.
After about 40 minutes, the board members returned to an open meeting and voted unanimously to approve the lease with the Ravens, though they did not discuss the terms of the lease or explain their votes in support.
Details of the new Ravens lease weren’t clear until it was put on the Board of Public Works agenda for Jan. 4, 2023, where it was given final approval.
No public discussion
When Maryland Stadium Authority members held a regularly scheduled public meeting Tuesday, they unanimously approved other memoranda of understanding: a parking study for the Ocean City Convention Center and an elementary school project in Harford County. But they voted on those at the boardroom table on the fifth floor of the Camden Yards Warehouse.
No public discussions were held that day on the Orioles MOU, touted by Moore as “the product of diligent, thoughtful and monthslong negotiations” and “the final framing that was necessary to move forward with finalizing the deal that will keep the Orioles for 30 years.”
On that, they were silent.
After the board meeting, Stadium Authority Board Member Lee Coplan answered some questions on the voting process for the Orioles MOU.
He said the phone call last Thursday with Thompson was the first he had heard of an MOU, and that he was emailed a copy of the document to review before making his decision. But he declined to talk more about the details of the agreement, saying it would not be “prudent” at this time.
Board members Joe Bryce, Justin Williams and Maggie McIntosh declined to comment on the MOU, while an assistant to board member Leonard Attman referred questions to the stadium authority’s staff. Two other board members — Manervia W. Riddick and Jodi C. Stanalonis — did not respond to requests for comment.
During the meeting, Thompson publicly thanked board members for their patience and diligence during the negotiations.
The nonbinding deal between the state and the Orioles proposes a 30-year lease, under which the team would pay no rent, but instead take over responsibility for routine maintenance and operations. The state also would offer a 99-year ground lease to the Orioles for the old B&O Warehouse building, the Camden Station building and the adjacent parking lots. The team would be able to work with private companies to develop or redevelop those properties.
The two parties must still hammer out the details of an actual lease, which would need approval by the Maryland Stadium Authority board and the Board of Public Works. Officials have said that it might be necessary to do a short-term extension of the current lease, which expires on Dec. 31, as the final lease negotiations continue.
Once a final lease is signed and approved, it will unlock $600 million worth of taxpayer-financed bonds for ballpark improvements. The money was approved by state lawmakers in 2022, contingent on a new lease. The same offer was made to the Baltimore Ravens, who already signed a new lease for neighboring M&T Bank Stadium and have begun the renovations process.