DIF Governing Board Rules as amended 12-8-11 FINAL — File 3148

RULES: DISTRICT IMPROVEMENT FINANCING GOVERNING BOARD Membership Rule 1. The District Improvement Financing Governing Board (hereinafter, the “DIF board”) shall consist of twelve members, including the mayor and eleven aldermen. Meetings Rule 2. During the first two fiscal years of operation of any DIF district and program, regular meetings of the DIF board shall be held as often as needed. Thereafter, regular meetings of the DIF board shall be held three times a year at six o’clock in the evening on the second Thursday of May and September and the second Thursday of December, except when the Thursday falls on a holiday, in which case, the meeting shall be held on the preceding Tuesday evening at six o’clock. Special meetings of the DIF board may be convened by the mayor, by the president of the board of aldermen, or by six members of the DIF board at any time. Except in the case of emergency meetings, written notice in an easily understandable format, containing the date, time and place of a meeting, shall be posted at least forty-eight hours in advance, or as otherwise required in accordance with G.L. c. 30A, §20 and regulations at 940 CMR 29.03, as they may be amended from time to time (hereinafter, the “open meeting law”). The notice requirements of the opening meeting law shall also apply to DIF committee meetings. Rule 3. The agenda for a meeting shall be printed and made available to all members of the DIF board no later than forty-eight hours before the date and time of the meeting. Any member of the DIF Governing Board may place an item or items on the agenda by providing such item or items to the Clerk of Committees at least three (3) business days before the meeting. Rule 4. A majority of the members of the DIF board shall constitute a quorum for the transaction of business. The presiding officer shall take the chair at the hour fixed or to which the DIF board has recessed, and shall convene the meeting. If a quorum is not present at such time, then the presiding officer shall recess such meeting until a quorum is in attendance, but if a quorum fails to materialize within thirty minutes of the time originally set forth, then the presiding officer shall adjourn such meeting forthwith. Rule 5. Minutes of meetings, including committee meetings and executive sessions shall be created, approved, maintained, and made available to the public in accordance with the open meeting law. Presiding Officer Rule 6. The mayor shall be the presiding officer of the DIF board. In the absence of the mayor, the president of the board of aldermen shall be the presiding officer. In the 1

absence of the mayor and the president, the oldest in age of the remaining DIF board members present shall preside until a president pro tempore is elected. Rule 7. The presiding officer shall preserve decorum and order. The presiding officer shall have the authority to call recesses when he/she deems appropriate, to decide all points of order, and to determine all interpretations of these rules. If any member wishes to appeal such decision or determination, he/she shall make a motion, and if it is seconded, then no other business shall be in order until the question on appeal is decided by a majority vote of the DIF board. Rule 8. The mayor and members of the board of aldermen shall each have one vote on the DIF board. Rule 9. The presiding officer may refuse to allow discussion of any item that in his/her opinion is irrelevant to the Assembly Row DIF District and DIF Development Program, whereupon such item shall be placed on file and shall not be further considered. Rule 10. The presiding officer shall declare all votes, but if any member doubts the vote, without further debate, shall require the members to vote in the affirmative or negative by roll call. He/she shall declare the result only after all members present have voted. No member shall be recorded on any vote unless he/she is physically situated within the board’s chambers. Rule 11. When a question is under debate, the presiding officer shall entertain no motion other than: 1) to adjourn, 2) to lay on the table, 3) for the previous question, 4) to postpone to a day certain, 5) to refer to a DIF committee, 6) to amend, 7) to postpone indefinitely, or 8) to recess. The foregoing motions shall take precedence in the order in which they are listed above, and the first two shall be decided without debate. On a motion for the previous question, no more than five minutes shall be allowed for debate and no member shall speak except in opposition to the motion or for more than two minutes. All questions or order arising after a motion for the previous question shall be decided without debate, except on appeal, and on appeal no member shall speak more than two minutes or more than once. The adoption of the previous question shall put an end to all debate and bring the board to a direct vote upon pending amendments, if any, and then upon the main question. 2

Rights and Duties of Members Rule 12. Any member of the DIF board may request an employee of city government or sponsor a member of the public to address the DIF board on any matter properly before it, or request the reading of any agenda item in full, unless such request or sponsorship or reading is objected to by another member, in which case, the address or reading shall occur only by majority vote of the DIF board. Rule 13. No member of the DIF board shall speak on the same question more than once, unless all other members of the DIF board who wish to speak have already spoken. No member of the DIF board shall speak on any subject for more than five consecutive minutes without having first relinquished the floor to any other member who wishes to speak on the subject. No member of the DIF board shall interrupt another except on a point of order, a point of information, or a point of personal privilege. Rule 14. No member of the DIF board shall vote or serve on any committee where the subject under debate concerns his/her private interest as opposed to the public interest. Otherwise, every member who is present when a question is put shall vote in the affirmative or negative, unless excused from doing so by the DIF board. Application to be so excused shall be made before the vote is taken. Committees Rule 15. The mayor as presiding officer shall have the right to appoint standing and/or special DIF board committees. Neither the mayor nor the president of the board of aldermen shall serve as chair of a DIF board committee, but both shall be members of all committees. The presiding officer shall determine whether an item is or is not referred to committee and the DIF board may discuss and vote on an item without referring it to committee. Rule 16. A majority of members of a DIF board committee shall constitute a quorum for the transaction of business. The chair shall convene the meeting at the hour fixed. If a quorum is not present at such time, then the chair shall recess such meeting until a quorum is in attendance, but if a quorum fails to materialize within thirty minutes of the time originally set forth, then the chair shall adjourn such meeting forthwith, and shall prepare a report of the committee indicating such. Rule 17. The chair of any DIF board committee may call and preside at a meeting of the committee of the whole, to include all members of the DIF board, whenever in his/her judgment such meeting would facilitate the consideration of an item before the committee. In such case, a majority of the entire DIF board shall constitute a quorum for the transaction of business. In all other respects, the provisions of Rule 16 (the previous rule) shall apply to these meetings. Rule 18. All DIF board committees shall cause records of their proceedings to be kept by the clerk of committees. No committee report shall be received by the DIF board 3

unless the subject thereof shall have been considered in a DIF board committee actually assembled. All DIF board committee reports shall be signed by the chair, but in no case shall this preclude a member not in agreement from submitting a minority report, which shall be signed by that member as part of the committee report. Rule 19. A DIF board committee report may recommend for or against an item, but such recommendation shall not be dispositive, and the full DIF board shall have the right to vote on any item before it regardless of the committee recommendation. Order of Business Rule 20. At every regular meeting of the DIF board, the order of business shall be as follows: 1) call of the meeting 2) approval of the minutes of the previous meeting 3) unfinished business 4) reports of committees 5) communications of the mayor and other city officers 6) new business Rule 21. After a motion or item is stated or read before the DIF board, it shall be deemed to be in possession of the DIF board and shall be disposed of by vote, but the mover may withdraw it at any time before a decision or amendment if no objection is made. Rule 22. Every motion shall be reduced to writing if the presiding officer so directs or if any member so requests. A motion need not be seconded, except as provided in Rule 8 dealing with a member’s appeal of the presiding officer’s decision Rule 23. A question containing two or more propositions may be divided whenever such division can be clearly made, and such division shall be determined by a majority vote of the DIF board. Rule 24. A motion for reconsideration of an item may be made during the meeting at which final action on such item has been taken and if the motion fails, such item shall be considered as having passed out of the custody of the DIF board. A motion for reconsideration shall only be made by a member on the prevailing side. No motion for reconsideration shall be made upon any of the following motions: to adjourn, for a roll call vote, to lay on the table, or for the previous question. On a motion for reconsideration, no more than twenty minutes shall be allowed for debate and no member shall speak more than two minutes. 4

5 Duties of the Clerks Rule 25. The clerk of committees shall have charge of all documents and records of the DIF board. He/she shall be the clerk of the DIF board, shall attend all meetings, shall record the names of the members present, and shall keep a record of all votes and proceedings. He/she may make changes to correct the form of an item once acted on by the DIF board provided its substance is not thereby affected. He/she shall also keep and submit minutes of every meeting of the DIF board, which shall become the official record of the DIF board’s actions upon acceptance by such board. In his/her absence, the assistant clerk of committees shall serve as clerk of the board pro tempore. Rule 26. The clerk of committees, or in his/her absence the assistant clerk of committees, shall keep a list of DIF board committees and their respective memberships posted in a convenient place in the board of aldermen committee room. He/she shall keep a record of every item of business before each DIF committee. The clerk of committees shall notify every member of the DIF board of all committee meetings and shall prepare the agenda and minutes of each DIF committee meeting. Suspension or Alteration of the Rules Rule 27. These Rules may be suspended or amended by a two-thirds vote of the entire membership of the DIF board. Rule 28. The rules of parliamentary procedure, as contained in the most recent edition of Robert’s Rules of Order and interpreted by the presiding officer, shall be the authority on all questions of debate or parliamentary usage wherever they do not conflict with these rules of the DIF board.