CAMBRIDGE — In an effort to get the relationship between Cambridge Waterfront Development Inc. and the City of Cambridge "back on track," Mayor Stephen Rideout is proposing amendments to the organization's Articles of Incorporation.
According to CWDI's Articles of Incorporation, the mayor of Cambridge is its sole member. This means that Rideout has the authority to make amendments to the Articles of Incorporation.
Tuesday morning, Rideout conducted a meeting to share and review his proposed amendments to the Articles of Incorporation. He said he thinks these changes will benefit CWDI's Cambridge Harbor project, a project to develop the space along the Cambridge waterfront that would include a promenade, parks and a boutique hotel with a restaurant and bar.
"These amendments to the articles make it more likely for the project to be successful," Rideout said.
Cambridge Harbor has been a hot topic of conversation in recent months. On March 18, Cambridge City Manager Tom Carroll submitted his resignation and said he was resigning over concerns with the Cambridge Harbor project.
In late October, a letter addressed to CWDI Executive Director Matt Leonard and signed by Carroll stated that Cambridge City Council was not in support of the plans for the project.
At the meeting Tuesday, Rideout discussed four main areas of the six-page CWDI Articles of Incorporation document that he wishes to amend. He said he will convene another meeting in the next 10 days to make his final decision regarding the amendments, and he welcomes comments and advice from the CWDI Board of Directors and the public.
PROPOSED AMENDMENTS
The first change Rideout proposed has to do with CWDI's membership. The amendment would make it so that Cambridge's commission president would become CWDI's sole member in the event that the city is without a mayor.
Currently, according to a red-lined document of the Articles of Incorporation that Rideout handed out at the end of the meeting, CWDI's Board of Directors would become the members of CWDI if the city did not have a mayor.
"Given the differences of opinion that have developed between the city and CWDI, having the CWDI board become the sole member in the future is not acceptable," Rideout said.
Rideout's second proposed change would give CWDI's sole member the exclusive right to amend the Articles of Incorporation and the ability to inspect all CWDI records and attend all open and closed CWDI board meetings.
Rideout called it "critical" for CWDI to be transparent and accountable to its sole member.
The third main change would make it so that the Articles of Incorporation "prevail" over CWDI's bylaws in the case that there is an inconsistency between the two. It would also require the Board of Directors to provide any proposed bylaw amendments to the sole member of CWDI at least 15 days before adoption of that proposed amendment.
The fourth change to the document would explicitly give the city, county and state the authority to remove and replace their appointees to the board at any time.
Rideout said he believes that — at least for the city — this authority already exists. But he said the amendment would ensure that authority.
This is not the first time the city has considered clarifying that authority. In the beginning of the year, the council considered an ordinance that would have given the city the authority to appoint an individual to represent the city on a non-city governed board; and also remove that individual, and subsequently impose a fine or jail time if the individual continued to act as a representative of the city on said board. At a Feb. 12 City Council meeting, the ordinance was tabled indefinitely.
The proposed ordinance had garnered attention from CWDI.
In November, Attorney J.W. Thompson Webb of Miles and Stockbridge, representing CWDI, wrote the council that the city was overreaching its authority with the ordinance. In a Jan. 2 letter from Leonard to Rideout, Leonard asked the city to abandon the ordinance altogether.
CWDI city-appointed board member Shay Lewis-Sisco also asked for this at a Jan. 8 City Council meeting.
Toward the end of the meeting Tuesday, Rideout said that CWDI can "regain the complete confidence of" the city through embracing these proposed amendments.
"I hope my friends on the CWDI Board of Directors embrace this opportunity," he said.
After the meeting, Leonard, who was in attendance, said he didn't have a lot he could say about the meeting because he hadn't yet had a chance to review the amendments Rideout is proposing.
"I believe anybody who wants to make CWDI better comes in good faith," Leonard said. "We're always happy to listen to their suggestions. And so I'm going to look at it that way."
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