Kessler v. Grand Central District Management Ass'n, Inc.

158 F.3d 92

• Court: Court of Appeals for the Second Circuit
• Decided: October 13, 1998
• Docket: Docket No. 97-7503
• Status: Published

Opinions

KEARSE, Circuit Judge:

Plaintiffs Robert Kessler and Vicki Cheikes, residents of the Grand Central Business Improvement District (“Grand Central BID” or “GCBID”) in midtown Manhattan, appeal from a judgment of the United States District Court for the Southern District of New York, Shira A. Scheindlin, Judge, dismissing their complaint alleging that defendant Grand Central District Management Association, Inc. (“GCDMA”), the manager of the Grand Central BID, denies them equal voting power in the election of GCDMA’s board of directors (“Board”), in violation of the Equal Protection Clause of the Fourteenth Amendment. The district court granted the summary judgment motion of GCDMA and intervenors-defendants City of New York (the “City”) and Dennis C. Vacco, Attorney General of the State of New York (collectively “defendants”), on the ground that the Grand Central BID is a special, limited-purpose entity that disproportionately affects one class of GCBID constituents, and that GCDMA’s system for electing Board members is thus not subject to the requirement of “one person, one vote.” On appeal, plaintiffs contend principally that GCDMA’s management of the Grand Central BID entails the exercise of general governmental power sufficient to require that Board elections comply with the one-person-one-vote requirement. We affirm.

I. BACKGROUND

To promote commercial development in urban areas, the New York State (“State”) legislature has authorized municipalities in the State to establish business improvement districts (“BIDs”). In a BID, owners of nonexempt real property pay a periodic assessment to the municipality, over and above their ordinary municipal taxes. That assessment money is used to fund the construction of capital improvements to land in the district and the provision of certain services intended to promote business activity in the district.

The State’s Business Improvement District Act, N.Y. Gen. Mun. Law § 980 et seq. (McKinney Supp.1998) (the “Act”), which was made applicable to the City by N.Y.C. Admin. Code § 25-401 et seq. (1998), generally sets forth both the procedures for establishing a BID and the mechanics of BID operation, including the representational structure of the governing Board. The following facts with respect to the Grand Central BID and GCDMA have been stipulated by the parties.

A. Establishment and Functions of BIDs

1. The Statutory Scheme

The establishment of a BID begins with the preparation of a “district plan.” N.Y. Gen. Mun. Law § 980-d(a). The district plan must set forth the geographical boundaries of the proposed BID, see id. §§ 980-a(a), (b)(1), along with “a list of the properties to be benefited,” id. § 980-a(b)(8). All of the “real property benefited [must be] included within the limits of the proposed [BID],” id. § 980-f(a)(3), and all of the taxable property included in the proposed BID must benefit from the BID’s establishment, see id. § 980-f(a)(2). The district plan must also, inter alia, describe any proposed capital improvements, see id: § 980-a(b)(3), and state “the proposed time for implementation and completion of the district plan,” id. § 980-a(b)(6). With respect to financing, the district plan must, inter alia, specify the total cost of the proposed improvements, see § 980-a(b)(3); state the “total annual amount proposed to be expended for improvements, maintenance and operation,” id. § 980-a(b)(4); explain the proposed sources of funding, see id. § 980-a(b)(5); and provide “a statement of the method or methods by which the expenses of [the] district will be imposed upon benefited real property, in proportion to the benefit received by such property,” id. § 980-a(b)(8).

In a municipality with a population of one million or more, the local planning commission and various officials are given an opportunity to review the district plan and submit comments to the municipality’s legislative body (“municipal council”). See id. § 980-d(e). If the municipal council wishes to proceed with the establishment of the BID, it must hold a public hearing on the subject. See id. § 980-e. Property owners are given 30 days after the hearing in which to file written objections to the formation of the BID. See id. § 980-e(b). Absent sufficient objections, the municipal council may adopt a local law providing for the BID’s establishment. See id. § 980-f(c). After review by the State’s comptroller for compliance with certain financial restrictions, that law will take effect. See id. § 980-g.

After a BID is established, “the legislative body [of the municipality] shall have authority,” id. § 980-c, to make physical improvements to “municipally or [BID] owned or leased property which will restore or promote business activity in the district,” such as the renovation of streets and sidewalks, the creation of parks and parking lots, and the installation of better lighting and signage, id. § 980-c(a). The municipality may also provide “enhanced sanitation services,” “services to enhance the security of persons and property,” and

other additional services required for the enjoyment and protection of the public and the promotion and enhancement of the district whether or not in conjunction with improvements authorized by this section.

Id. § 980-e(c). These services “must be in addition to or an enhancement of those provided by the municipality prior to the establishment of the [BID].” Id. § 980-j(a).

For each BID, there must be established a not-for-profit corporation called a “district management association,” which is charged with “carrying out such activities as may be prescribed in the [district] plan.” Id. § 980-m(a). The district management association “may make recommendations to the [municipal council] with respect to any matter involving or relating to” its BID, id. § 980-m(c), and “upon [such a] recommendation,” the municipal council may amend the district plan, id. § 980-i(a). “[WJhere there is no indebtedness, outstanding and unpaid, incurred to accomplish any of the purposes of the [BID],” the municipal council has the power to dissolve a BID, after giving the management association an opportunity to make a recommendation concerning dissolution. Id. § 980-n(a). A BID will also be dissolved upon the petition of a sufficient number of property owners. See id.

2.The Grand Central BID

The Grand Central BID was established in 1988, and its territory was extended in June' 1995, pursuant to the procedures set forth in the Act and the corresponding City ordinances. As extended, the Grand Central BID encompasses 337 properties on sections of 75 blocks in midtown Manhattan, including the Grand Central Terminal railroad station. There are 242 owners of property within the GCBID. That property includes approximately 71 million square feet of commercial space, constituting approximately 19% of the total commercial space in Manhattan. The office space in the GCBID “exceeds the entire space inventory of the Central Business District in such cities as Houston, San Francisco, Dallas, Denver, and Boston.” (District Plan, as Amended, for the Grand Central BID dated June 30, 1994 (“District Plan”), § H.B.). The GCBID also contains approximately 897,000 square feet of residential space, occupied by approximately 930 residents.

The District Plan authorizes the construction of capital improvements (the “Improvements”) and the provision of additional services (the “Services”) in the GCBID. The Improvements include the renovation of sidewalks and crosswalks; the planting of trees; the installation of new lighting, street signs, bus shelters, news kiosks, and trash receptacles; contributions to the renovation of Grand Central Terminal; and “the creation of a restaurant facility” on 42nd Street. (Id. § IV.A.) The Services “may include any services required for the enjoyment and protection of the public and the promotion and enhancement of the District,” including

1. security

2. sanitation

3. tourist information

4. social services for homeless persons

5. special maintenance and repair

6. public events

7. retail improvements.

(Id. § III.A.)

Pursuant to a contract between the City Department of Business Services and GCDMA dated July 30, 1993 (the “Contract”), GCDMA became the Grand Central BID’s management association. The original Contract was to expire on June 30, 1998, subject to renewal for a five-year term at the “sole discretion” of the City. (Id. § 1.03.) That expiration date was extended to July 31, 1998, and the Contract has not been renewed, although the City has not contracted with another entity to serve as manager. As discussed in Part II.A. below, GCDMA currently continues to manage the Grand Central BID.

To carry out the District Plan, GCDMA, through its operating entity, Grand Central Partnership, Inc., employs approximately 63 security guards, most of whom are unarmed. These guards “patrol the streets and sidewalks of the District” and “attempt[ ] to obtain compliance with City regulations controlling vending, sidewalk obstructions, noise generation, and air pollution.” (Id. § III.A.1.) They are “tied into [the New York City Police Department’s] communications network” and act “[i]n cooperation with [the New York City Police Department] and the building staffs of private property-owners.” (Id.) GCDMA employs “sanitation” workers, who perform functions such as sweeping sidewalks and streets, as well as removing graffiti, washing sidewalks, caring for trees and plants, “poster removal, cleaning street signs, and repainting street furniture.” (Id. § III.A.2.) These workers bag trash, which is in due course collected by the City’s Department of Sanitation in the normal course of its refuse removal duties. GCDMA also provides other services to improve the attractiveness of the district, such as giving free assistance to retailers in removing old signs and designing new signs and facades; and it provides assistance in complying with applicable City ordinances.

In addition, GCDMA contributes to the funding and operation of a 24-hour “outreach, assessment and referral” facility for homeless persons that provides services such as job training. (Id. § III.A.4.) Other GCDMA Services include operating tourist information booths in the district and sponsoring events, such as an alcohol-free New Year’s Eve celebration, in the district’s public spaces. GCDMA “retains the flexibility to eliminate or add to” the Services listed in the District Plan. (Id. § III.A)

3. Funding and Expenditures

The primary source of funding for the Grand Central BID is an assessment that the City levies against and collects from all industrial, commercial, and residential property within the district. (See District Plan § V.B.) The GCBID is divided into two geographic sections, and the rate of the assessment in each section is calculated by dividing the annual budget for that section by the total taxable square footage in that section. (See id.) All industrial, commercial, and residential properties within a section are assessed at the same rate per square foot. In addition to the funds received through assessment, GCDMA may receive money from donations, limited borrowing, licensing City-owned land in the district for private use, and “any other source.” (See id. §§ V.C.— V.F.)

The Act provides that the assessment is to be “determined, levied and collected in the same manner, at the same time and by the same officers, as general municipal taxes are levied and collected.” N.Y. Gen. Mun. Law § 980 — j(b). Any assessment money that the City collects must be “separately accounted for in the books and records” of the City and may not be “used for any purposes other than those set forth in the district plan.” Id. § 980 — Í (a).

As contemplated by the District Plan, GCDMA received the GCBID assessment money from the City in accordance with the Contract. The Contract required GCDMA to provide the Improvements and the Services, substantially as they are described in the District Plan. In return for GCDMA’s providing the Improvements and the Services, the City was generally required to give GCDMA the full amount of the assessments against property within the GCBID, plus interest, that the City has actually collected.

Both the Contract and the District Plan, however, placed certain restrictions on GCDMA’s use of the assessment money and other GCBID funds. Each year GCDMA was required to develop a proposed budget setting forth, separately for the Improvements and the Services, the total amounts to be expended in that year and “reasonably itemizing]” the proposed expenditures. '(District Plan § VT.B.2.) The proposed budget was not to exceed the total annual amount approved by the City’s legislative body, i.e., the City Council, and set forth in the District Plan. See, e.g., N.Y. Gen. Mun. Law § 980-a(b)(4); District Plan-§ VI.C.l. That amount could not be increased except by the City Council after a public hearing. See id. § 980-i(b). GCDMA may, however, revise the itemization in a given budget. (District Plan § VI.C.4.)

GCDMA’s proposed annual budgets, along with a detailed account of the previous year’s expenditures, were required to be submitted to the Commissioner of the City’s Department of Business Services (the “Commissioner”). Before GCDMA may construct an Improvement, it must submit “designs, plans and specifications” to the City for approval. (Contract § 2B.04.) Further, the Commissioner is given authority

to determine the amount, quality, acceptability and fitness of the work being performed by [GCDMA] under th[e] Contract, and ... to withhold any [assessment money] if he or she determines that the provisions of th[e] Contract have not been materially complied with.

(Contract § 1.05.) The performance of the Services is “subject to the review and reasonable direction and control of the Commissioner.” (Id. § 2A.04(a).) If the Commissioner “reasonably finds, after considering all the facts and circumstances,” that specific Services “for which [GCDMA] has allocated [assessment money] in its annual budget” have not been “satisfactorily performed,” the Commissioner may order the performance of those Services. (Id. § 2A.04(b).) If GCDMA fails to follow that order,

the City shall have the right, upon notice to [GCDMA], to perform such work for [GCDMA], and to charge [GCDMA] therefor and shall have the right, without limitation as to other remedies, to deduct its costs of doing such work from the next installment or installments of [assessment money] to be paid to [GCDMA].

(Id.)

4. Representation in the Management of GCDMA

The Act provides that the board of directors of the management association of a BID is to consist of

representatives of owners and tenants within the [BID], provided, however, that not less than a majority of its members shall represent onmers and provided further that tenants of commercial space and dwelling units within the [BID] shall also be represented on the board,

along with, in a municipality “having a population of one million or more,”

one member appointed by each of the following: the chief executive officer of the municipality, the chief financial officer of the municipality!,] .... the borough president of the borough in which the [BID] is located!,] and ... the council member representing the council district in which the [BID] is located, or if the [BID] is located in more than one council district, the fourth additional member will be appointed by the speaker of the city council,

id. § 980-m(b) (emphasis added). Thus, while the management association’s board is to include representatives of both property owners and tenants, the owners have the right to elect a majority of the directors.

GCDMA’s bylaws provide for a Board comprising groups of directors selected by four voting classes:

a) Class A. Owners of record of real property in the [District ... or such other persons as are registered with the City of New York to receive real property tax bills for property located in the District [are eligible to] be Class A members of [GCDMA],

b) Class B. Tenants not eligible for Class A membership, who are occupants pui'suant to leases of commercial- space within the District ... [are eligible to] be Class B members of [GCDMA].

c) Class C. Tenants not eligible for Class A or Class B membership, who are occupants pursuant to leases of dwelling units within the District ... [are eligible to] be Class C members of [GCDMA].

d) Class D. The persons serving from time to time as directors of [GCDMA] by virtue of their appointment by [City officials] shall be Class D members of [GCDMA],

(Bylaws of GCDMA dated December 20, 1988 (“Bylaws”), Art. I, § 1.)

GCDMA holds annual elections, in which each class of voters separately elects a specified number of directors. In accordance with N.Y. Gen. Mun. Law § 980-m(b) and the corresponding N.Y.C. Admin. Code § 25-414(b), GCDMA’s bylaws provide that “the number of Class A Directors shall at no time constitute less than a majority of the Board.” (Bylaws Art. II, § 1.) Currently, in addition to the four Class D directors appointed by the City, GCDMA’s Board is composed of 31 directors elected by the members of Class A, 16 directors elected by the members of Class B, and one director elected by the members of Class C.

B. The Present Action

Plaintiffs are residents of the Grand Central BID. They live in an apartment building at 372 Fifth Avenue, which was added to the GCBID in June 1995. Plaintiffs’ building is owned by a cooperative association, in which they hold shares. That cooperative association, as an owner of property within the GCBID, is entitled to Class A membership in GCDMA. As non-property-owning noncommercial residents, plaintiffs individually are entitled only to Class C membership.

Plaintiffs commenced the present action in November 1995 pursuant to 42 U.S.C. § 1983 (1994). As amended, their complaint asserted that the “system of voting” for GCDMA Board members “privileges one class of district members over another without regard to actual number or place of residence” (Third Amended Complaint ¶24), and that

[bjeeause residents are consigned to a permanent minority status on the Board even though they are numerically superior to the class of owners of property within the district, they are deprived of any meaningful opportunity to advance their interests concerning GCDMA activities

(id. ¶ 25). Plaintiffs contended that GCDMA provides general services to the whole district, funded by a general mandatory tax, and that its functions are neither narrow in scope nor limited in purpose and thus give it the character of local government. They sought, inter alia, a declaration that

the system of representation on the Board ... violates the Equal Protection Clause by denying to the plaintiffs, who are residential tenants in the district, representation on the basis of the principle of one person, one vote

(id. at 9, ¶ A), and they requested a permanent injunction ensuring plaintiffs equal voting rights.

In defense, GCDMA contended that the one-person-one-vote requirement is inapplicable on the ground that GCDMA falls within the exception to that requirement established by Salyer Land Co. v. Tulare Lake Basin Water Storage District, 410 U.S. 719, 93 S.Ct. 1224, 35 L.Ed.2d 659 (1973), and Ball v. James, 451 U.S. 355, 101 S.Ct. 1811, 68 L.Ed.2d 150 (1981). GCDMA argued that (a) it does not exercise general governmental powers, (b) it does not supplant or replace local government because it merely provides certain services in addition to and not in lieu of the services provided by the City, (c) its activities are subject to the supervision and control of the City, and (d) its activities affect property owners disproportionately. The State intervened in the action to defend the constitutionality of the Act’s provision governing the composition of BID management associations’ boards of directors, N.Y. Gen. Mun. Law § 980-m(b); and the City intervened to defend the corresponding City ordinance, N.Y.C. Admin. Code § 25-414(b). The City and the State presented arguments on the merits similar to those presented by GCDMA.

Both sides moved for summary judgment, and the case was submitted to the district court on the stipulated facts. In an opinion reported at 960 F.Supp. 760 (1997), the district court upheld the system for electing GCDMA’s Board as constitutional, relying on the principle that

[t]he strictures of one-person, one-vote do not apply to a governmental body that has a special limited purpose and performs activities that have a disproportionate effect on a definable group of constituents.

Id. at 771 (citing Salyer Land Co. v. Tulare Lake Basin Water Storage District, 410 U.S. at 728, 93 S.Ct. 1224, and Ball v. James, 451 U.S. at 370, 101 S.Ct. 1811).

The district court acknowledged that GCDMA performs a wider range of functions than were performed by the governmental bodies at issue in Salyer and certain other Supreme Court cases, but the court concluded that GCDMA’s functions “bear a close relationship to the [Grand Central] BID’s purpose, which is restoring and promoting business activity in the District.” 960 F.Supp. at 774. The court also noted that GCDMA “lacks regulatory power” and “does not have the power to levy and collect taxes, or to set tax rates.” Id. at 773. “Most importantly,” the district court found that “residents within the district still have recourse to their own elected officials.” Id. at 774.

GCDMA’s provision of ... services merely supplements and does not replace the City’s services.... [T]his is significant because residents within the BID are not without recourse should they be displeased with the [services] in their area.... Residents can still appeal to their elected representatives if the City’s provision of [services] is inadequate.

Id. at 774. Citing the City’s role in the formation of the Grand Central BID and the presence of City officials’ appointees on the Board, the court found that residents were further protected because GCDMA was subject to “a high level of municipal control.” Id. at 773. With respect to the GCBID’s effects, the court stated that the property owners “foot the bill” for GCDMA’s activities by paying the assessment and that they receive a “significant benefit” in the form of increased property values. Id. at 775. Thus, the owners as a group are the persons who are “primarily burdened and benefited” by the Grand Central BID. Id. (internal quotation marks omitted).

The district court concluded that Board elections are not subject to the one-person-one-vote requirement, but “need only be reasonably related to the purpose of the [Grand Central] BID to satisfy the Equal Protection Clause.” Id. The court upheld the voting scheme on the ground that “[t]he New York State Legislature could ... reasonably conclude that property owners would not have agreed to subject their property to ... an assessment unless they had a dominant role in determining how that revenue would be allocated.” Id.

' The complaint was dismissed, and this appeal followed.

II. DISCUSSION

On appeal, plaintiffs pursue their contention that GCDMA performs such broad governmental functions that its Board is subject to the one-person-one-vote requirement. Though the matter is not free from doubt, we agree with the district court that the limited functions and powers of GCDMA, and the disproportionate effects of its activities, place it within the Salyer-Ball exception to that requirement.

A. Mootness

Preliminarily, we consider whether, in light of the July 31, 1998 expiration of the Contract between GCDMA and the City, plaintiffs’ challenge to the makeup of the GCDMA Board continues to present a live case or controversy. Following newspaper reports that the City had declined to renew the Contract, we asked the parties to submit supplemental briefs as to whether the case had thereby become moot. Notwithstanding the State’s somewhat peculiar response that consideration of the question of mootness is premature, we conclude for several reasons that the case is not moot.

First, the GCBID itself has not been dissolved, and the City informs us that GCDMA continues to perform management duties that have survived the expiration of the Contract:

GCDMA continues in existence, it continues to disburse funds previously received or which it is currently receiving under formerly established procedures, and its Board continues to govern the association, under the challenged bylaws and statutory provisions.

(City’s Supplemental Brief at 3.) Thus, the board of directors whose makeup plaintiffs challenge remains in operation.

Further, both the City and GCDMA inform us that negotiations are ongoing between them for a new contract. Although the City states that “[i]t remains unclear whether agreement can be reached on any new contract between the parties” (id.), GCDMA states that its negotiations with the City for a new agreement allowing GCDMA to continue as GCBID’s manager are “active” (GCDMA’s Supplemental Brief at 1). Thus, it may well be that GCDMA, with its currently constituted board of directors, will continue to manage the GCBID in the future.

Finally, even if the City does not enter into a new agreement with GCDMA, the statutory scheme requires that the activities prescribed in a BID’s district plan be carried out by a “district management association,” N.Y. Gen. Mun. Law § 980-m(a). Thus, unless the GCBID is dissolved, the City will be required to enter into agreement with some other not-for-profit corporation to manage the GCBID. The City states that it intends to continue the existence of the GCBID and that

[w]hether or not agreement can be reached in the future with the present Board of GCDMA, which remains subject to negotiation, [the City’s Department of Business Services] and the City anticipate that a new contract will be in place within a short period of time with this or another entity.

(City’s Supplemental Brief at 3, 4.) Whether the manager is GCDMA or a different entity, however, the makeup of the board of a BID’s managing entity is controlled by statute, see, N.Y. Gen. Mun. Law § 980-m(b), and hence any board of directors of the future manager of the GCBID, whether it be GCDMA or another entity, will be required by law to be constituted in the manner under attack here.

Accordingly, we conclude that the expiration of the Contract between the City and GCDMA has not rendered the present action moot.

B. “One Person, One Vote”

In the landmark case of Reynolds v. Sims, 377 U.S. 533, 84 S.Ct. 1362, 12 L.Ed.2d 506 (1964), the Supreme Court announced that “as a basic constitutional standard, the Equal Protection Clause requires” that the seats in a state legislature “be apportioned on a population basis.” Id. at 568, 84 S.Ct. 1362. This principle, generally referred to as the prinei--pie of “one person, one vote,” Gray v. Sanders, 372 U.S, 368, 381, 83 S.Ct. 801, 9 L.Ed.2d 821 (1963), is based on the propositions that “people govern themselves through their elected representatives and that ‘each and every citizen has an inalienable right to full and effective participation in the political processes.’” Board of Estimate v. Morris, 489 U.S. 688, 693, 109 S.Ct. 1433, 103 L.Ed.2d 717 (1989) (quoting Reynolds v. Sims, 377 U.S. at 565, 84 S.Ct. 1362). The Court in Reynolds v. Sims concluded that population-based apportionment was necessary in state legislative elections to ensure that each voter had an equal vote, and. hence an “equally effective voice.” 377 U.S. at 565, 84 S.Ct. 1362. Thus, in such cases, “[population is, of necessity, the starting point for consideration and the controlling criterion for judgment.” Id. at 567, 84 S.Ct. 1362.

This principle applies as well to elections for units of local government. See, e.g., Board of Estimate v. Morris, 489 U.S. at 692-93, 109 S.Ct. 1433; Hadley v. Junior College District, 397 U.S. 50, 54, 90 S.Ct. 791, 25 L.Ed.2d 45 (1970); Avery v. Midland County, 390 U.S. 474, 480-81, 88 S.Ct. 1114, 20 L.Ed.2d 45 (1968).

While state legislatures exercise extensive power over their constituents and over the various units of local government, the States universally leave much policy and decisionmaking to their governmental subdivisions- [restitutions of local government have always been a major aspect of our system, and their responsible and responsive operation is today of increasing importance to the quality of life of more and more of our citizens.

Id. at 481, 88 S.Ct. 1114; see id. at 483, 88 S.Ct. 1114 (“virtually every American lives within what he and his neighbors regard as a unit of local government with general responsibility and power for local affairs”). If “general governmental powers” have been delegated, the fact of the delegation does not “insulate” the recipient of the power “from the standard of substantial voter equality.” Board of Estimate v. Morris, 489 U.S. at 693, 109 S.Ct. 1433.

When the one-person-one-vote rule applies, deviations from that rule are subject to “close scrutiny.” Kramer v. Union Free School District No. 15, 395 U.S. 621, 626, 89 S.Ct. 1886, 23 L.Ed.2d 583 (1969). See, e.g., Hill v. Stone, 421 U.S. 289, 298, 95 S.Ct. 1637, 44 L.Ed.2d 172 (1975); Abate v. Mundt, 403 U.S. 182, 185, 91 S.Ct. 1904, 29 L.Ed.2d 399 (1971) (courts must “carefully scrutinize[ ] state interests offered to justify deviations from population equality”); Reynolds v. Sims, 377 U.S. at 562, 84 S.Ct. 1362 (scrutiny should be “careful[] and meticulous[]”).

C. Special Purpose Districts Having Disproportionate Effects

Nonetheless, “nothing in the Constitution ... prevents] experimentation.” Hadley v. Junior College District, 397 U.S. at 59, 90 S.Ct. 791 (internal quotation marks omitted); see Avery v. Midland County, 390 U.S. at , 88 S.Ct. 1114 (Constitution is not a “roadblock[ ] in the path of innovation, experiment, and development among units of local government”).

Viable local governments may need many innovations, numerous combinations of old and new devices, great flexibility in municipal arrangements to meet changing urban conditions.

Sailors v. Board of Education, 387 U.S. 105, 110-11, 87 S.Ct. 1549, 18 L.Ed.2d 650 (1967). The Equal Protection Clause simply establishes a “ground rule” for such innovation and experimentation: that citizens may not be denied equal voting power in elections for “units with general governmental powers over an entire geographic area.” Avery v. Midland County, 390 U.S. at 485-86, 88 S.Ct. 1114. Thus, in Avery, the first Supreme Court case to apply the one-person-one-vote rule to a local government having such general power, the Court held open the possibility that the rule might not apply to

a special-purpose unit of government assigned the performance of functions affecting definable groups of constituents more than other constituents.

Id. at 483-84, 88 S.Ct. 1114; see also Hadley v. Junior College District, 397 U.S. at 56, 90 S.Ct. 791 (“there might be some case in which a State elects certain functionaries whose duties are so far removed from normal governmental activities and so disproportionately affect different groups that a popular election in compliance with Reynolds [v. Sims ] might not be required”).

In Salyer Land Co. v. Tulare Lake Basin Water Storage District, 410 U.S. 719, 93 S.Ct. 1224, 35 L.Ed.2d 659 (1973), the Court was presented with this question and upheld recognition of an exception to the one-person-one-vote rule with respect to a special-purpose district that assessed and benefited some constituents more than others. See also Associated Enterprises, Inc. v. Toltec Watershed Improvement District, 410 U.S. 743, 93 S.Ct. 1237, 35 L.Ed.2d 675 (1973) (per curiam) (same). At issue in Salyer was an entity created under California law to manage the storage of water. The affected property consisted of 193,000 acres of sparsely populated farmland, and the district’s primary goal was to ensure that all property owners would have the water needed to make productive use of that farmland. The district was authorized principally to plan projects and, upon approval by the district landowners and the state, to execute projects “for the acquisition, appropriation, diversion, storage, conservation, and distribution of water.” Id. at 723, 93 S.Ct. 1224 (internal quotation marks omitted). The costs of district projects were assessed against land in the district “in accordance with the benefits accruing to each [separately owned] tract.” Id. at 724, 93 S.Ct. 1224. In addition, the district could “fix tolls and charges for the use of water and collect them from all persons receiving the benefit of the water or other services in proportion to the services rendered.” Id. The district was managed by a board of directors chosen in weighted voting in an election open only to district landowners. See id. at 725, 93 S.Ct. 1224.

Nonlandowning residents of the district at issue in Salyer contended that the Equal Protection Clause entitled them to a vote in board elections, arguing that they “ha[d] as much interest in the operations of [the] district as landowners.” Id. at 726, 93 S.Ct. 1224. The Supreme Court disagreed, holding that elections for the district board were not subject to the one-person-one-vote requirement “by reason of [the district’s] special limited purpose and of the disproportionate effect of its activities on landowners as a group.” Id. at 728, 93 S.Ct. 1224. Though the water storage district possessed “some typical governmental powers,” the Court concluded that the district had “relatively limited authority.” Id.

Its primary purpose, indeed the reason for its existence, is to provide for the acquisition, storage, and distribution of water for farming.... It provides no other general public services such as schools, housing, transportation, utilities, roads, or anything else of the type ordinarily financed by a municipal body.... There are no towns, shops, hospitals or other facilities designed to improve the quality of life within the district boundaries, and it does not have a fire department, police, buses, or trains.

Id. at 728-29, 93 S.Ct. 1224 (footnote omitted). With respect to the disproportionate effect of district activities on landowners, the Court noted that all costs and charges were assessed “in proportion to the benefits received” by the land, that delinquency in payment would result in a lien on the land, and that “the operations of the distriet[ ] primarily affect the land.” Id. at 729, 93 S.Ct. 1224.

The Salyer Court thus held the district exempt from the one-person-one-vote requirement. Accordingly, it reviewed the voting restrictions to determine only whether they were “wholly irrelevant to achievement of the regulation’s objectives.” Id. at 730, 93 S.Ct. 1224 (internal quotation marks omitted). Under this deferential standard, the Court held that the Constitution did not require that district elections be open to non-landowners. See id. at 731, 93 S.Ct. 1224; see also id. at 729-30, 93 S.Ct. 1224 (“it is quite understandable that the statutory framework for election of directors of the [district] focuses on the land benefited, rather than on people as such”).

Four years later, the Court summarized the exception it had created in Salyer, stating that “the electorate of a special-purpose unit of government ... may be apportioned to give greater influence to the constituent groups found to be most affected by the governmental unit’s functions.” Town of Lockport v. Citizens for Community Action at the Local Level, Inc., 430 U.S. 259, 266, 97 S.Ct. 1047, 51 L.Ed.2d 313 (1977). And in Ball v. James, 451 U.S. 355, 101 S.Ct. 1811, 68 L.Ed.2d 150 (1981), the Court was again presented with a governmental unit to which it found the exception applicable. The unit whose voting scheme was challenged was again a water storage district, but one whose functions were “more diverse and affect[ed] far more people” than the district in Salyer, for it included “almost half the population of the State [of Arizona], including large parts of Phoenix and other cities.” Ball, 451 U.S. at 365, 101 S.Ct. 1811. The district was a “nominal public entit[y],” id. at 368, 101 S.Ct. 1811, so designated in order to permit it to raise money inexpensively through the issuance of public bonds; it also “exercised its statutory power to generate and sell electric power,” id. at 365, 101 S.Ct. 1811. The Court nonetheless concluded that the district was “essentially [a] business enterprise[ ],” id. at 368, 101 S.Ct. 1811, that had the special limited purpose of “stor[ing], conserving], and delivering] water,” id. at 369, 101 S.Ct. 1811, and was not a general governmental body in light of the limited scope of its purpose and powers:

[T]he District simply does not exercise the sort of governmental powers that invoke the strict demands of Reynolds [v. Sims ]. The District cannot impose ad valorem property taxes or sales taxes. It cannot enact any laws governing the conduct of citizens, nor does it administer such normal functions of government as the maintenance of streets, the operation of schools, or sanitation, health, or welfare services.

Ball, 451 U.S. at 366, 101 S.Ct. 1811.

The Court also concluded that the district’s functions bore a “disproportionate relationship” to those who owned land within the district, id. at 370, 101 S.Ct. 1811, pointing out that only landowners bore the direct economic burdens of the district’s activities, see id., and stating that, with respect to benefits, “[t]he constitutionally relevant fact is that all water delivered by the ... District, like the water delivered by the [district in Salyer ], is distributed according to land ownership,” id. at 367, 101 S.Ct. 1811; see also id. n. 13. Following the course laid out in Salyer, the Court thus reviewed the district’s voting scheme deferentially and upheld it as “bearing] a reasonable relationship to its statutory objectives.” Ball, 451 U.S. at 371, 101 S.Ct. 1811. The Court noted that the creation of the district

might well have never occurred had not the subscribing landowners been assured a special voice in the conduct of the District’s business. Therefore, as in Salyer, the State could rationally limit the vote to landowners. Moreover, Arizona could rationally make the weight of their vote dependent upon the number of acres they own, since that number reasonably reflects the relative risks they incurred as landowners and the distribution of the benefits and the burdens of the District’s water operations.

Id.; see also Salyer, 410 U.S. at 731, 93 S.Ct. 1224.

Thus, the general framework established by the Supreme Court is that elective bodies performing governmental functions that “are general enough and have sufficient impact throughout the district,” Board of Estimate v. Morris, 489 U.S. at 696, 109 S.Ct. 1433 (internal quotation marks omitted), i.e., entities with “ ‘normal governmental’ authority,” Salyer, 410 U.S. at 729, 93 S.Ct. 1224, are subject to the one-person-one-vote requirement, but that entities with a “special limited purpose and ... [a] disproportionate effect” on certain constituents, id. at 728, 93 S.Ct. 1224, are exempt from that requirement, and may use voting schemes that need only be reasonably related to their purposes.

Because “governmental activities ‘cannot easily be classified in ... neat categories,’ ” Hadley v. Junior College District, 397 U.S. at 56, 90 S.Ct. 791 (quoting Avery v. Midland County, 390 U.S. at 482, 88 S.Ct. 1114), application of this test has been difficult, see Pittman v. Chicago Board of Education, 64 F.3d 1098, 1102 (7th Cir.1995) (“The line between a general-purpose governmental body and a special-purpose ... one is wavering and indistinct.”), cert. denied, 517 U.S. 1243, 116 S.Ct. 2497, 135 L.Ed.2d 189 (1996). In the cases analyzing whether particular elective entities were subject to the one-person-one-vote rule, various facets of the powers exercised by those entities have been emphasized. For example, this Court has concluded that that rule applied to elections for a regional school board that had “the exclusive power to initiate and propose” expenditures and borrowing. See Baker v. Regional High School District No. 5, 520 F.2d 799, 802 (2d Cir.), cert. denied, 423 U.S. 995, 96 S.Ct. 422, 46 L.Ed.2d 369 (1975). The Tenth Circuit has held the one-person-one-vote rule applicable to a state’s board of agriculture principally because of “the breadth of oversight exercised” by the board, Hellebust v. Brownback, 42 F.3d 1331, 1334 (10th Cir.1994), while the Seventh Circuit has held the rule not applicable to a local school council principally because the council lacked “the power to tax,” Pittman v. Chicago Board of Education, 64 F.3d at 1102. Each case implicates a different set of concerns because, as the Supreme Court has long recognized, the “science” of government

has but few fixed principles, and practically consists in little more than the exercise of a sound discretion, applied to the exigencies of the state as they arise. It is the science of experiment.

Anderson v. Dunn, 19 U.S. (6 Wheat.) 204, 226, 5 L.Ed. 242 (1821); see Sailors v. Board of Education, 387 U.S. at 109, 87 S.Ct. 1549.

Although the only cases in which the Supreme Court has approved weighted voting for a special purpose district involved water conservation, nothing in those cases suggests that the exception to the one-person-one-vote principle is limited to water conservation projects. Indeed, the seminal discussion mentioned constitutional “ ‘flexibility [for] municipal arrangements to meet changing urban conditions,’ ” Hadley v. Junior College District, 397 U.S. at 59, 90 S.Ct. 791 (quoting Sailors v. Board of Education, 387 U.S. at 110-11, 87 S.Ct. 1549 (1967)) (emphasis ours), and in Ball, where some 40% of the water managed by the district was delivered to nonagricultural land, the Court noted that “the distinction between agricultural and urban land is of no special constitutional significance in this context,” 451 U.S. at 367, 101 S.Ct. 1811.

Given the typically greater complexity and novelty of the problems facing urban areas, the need for governmental creativity to address those problems is to be expected in urban areas more frequently. The mere designation of an elective body to perform a large number of functions does not trigger the one-person-one-vote requirement. As the Ball Court noted,

[njothing in the Avery, Hadley, or Salyer cases suggests that the volume of business or the breadth of economic effect of a venture undertaken by a government entity as an incident of its narrow and primary governmental public function can, of its own weight, subject the entity to the one-person, one-vote requirements of the Reynolds case.

451 U.S. at 370, 101 S.Ct. 1811.

D. The Grand Central Business District

With these principles in mind, we consider the purpose of the GCBID, the functions, responsibilities, and powers of GCDMA, and the impacts of GCDMA activities on those owning or residing on property within the district. For the reasons that follow, we conclude that although a few of GCDMA’s functions are of the type that the City also performs, GCDMA’s responsibilities and powers are so circumscribed that GCDMA cannot be said to exercise the core powers of sovereignty typical of a general purpose governmental body. We also conclude that both the burdens and the benefits of GCDMA activities disproportionately impact property owners, and that the voting system for GCDMA’s Board is reasonably related to the goals warranting the establishment of a BID.

1. The GCBID’s Limited Purpose

As discussed in Part I.A. above, the purpose of the Grand Central BID is the promotion of business. Its geographic area is a swath of midtown Manhattan devoted overwhelmingly to commercial use (the ratio of commercial space to residential space is more than 70 to 1), and its goal is to attract and keep businesses by assisting property owners to achieve the remunerative use of that commercial space.

The greater diversity of the projects undertaken by GCDMA, as compared to the projects in Salyer, is a result of the substantial differences in the nature and use of the property to be benefited. While Salyer involved 193,000 acres of rural land devoted almost exclusively to agricultural use, the GCBID encompasses all or parts of 75 city blocks, in which the businesses are diverse and the premises concentrated. While owners of agricultural land often have no greater concern than their need for adequate water supplies, see, e.g., Salyer, 410 U.S. at 721-22, 93 S.Ct. 1224, the problems of property owners in the GCBID, which includes some of the most heavily developed land in the nation, are necessarily more complex, involving the need to maintain a lively, safe, and attractive commercial center through which millions of people pass daily. The greater complexity of the latter problems leads to greater complexity of the functions of the managing agent in devising solutions and coordinating programs.

Yet the complexity of the projects aimed at promoting business in the GCBID should not obscure the fact that the promotion of business is a limited purpose. The GCBID, like the water districts at issue in Salyer and Ball, is not concerned with the provision of general public services such as schools, housing, hospitals, jails, firefighting, transportation, utilities, or zoning. And although, as discussed in Part II.D.3. below, some of GCDMA’s functions are of a public welfare nature, its functions as a matter of law cannot supplant the fundamental obligations of the City.

2. GCDMA’s Lack of Sovereign Power

Not only does the purpose of the Grand Central BID not encompass many traditional governmental functions, the GCDMA lacks the powers normally enjoyed by a governmental body. GCDMA does not have the power, for example, to impose income taxes or sales taxes. Nor, indeed, does GCDMA levy or collect the assessments needed to fund the GCBID. Those functions are performed by the City, which holds the moneys until they are disbursed — either to GCDMA, or perhaps to another entity if the City is displeased with GCDMA’s performance and elects to contract with a new manager, see Parts I.A.3. and II.A. above and II.D.4. below.

Further, GCDMA has no authority to enact or enforce any laws governing the conduct of persons present in the district. It cannot, for example, make or enforce any environmental or other sanitation regulations. Although it employs workers who bag trash, remove graffiti, and engage in other area-beautification projects, it performs no inspections in matters of health and safety, and neither the Act nor the District Plan gives it any power to issue citations for violations of City building or zoning codes.

And although GCDMA employs security guards, its guards have no authority to perform typical law enforcement functions. The guards are not authorized by the Act or the District Plan to, for example, make arrests, conduct investigations, obtain warrants for searches, or detain suspects. Except for specially licensed supervisors, GCDMA’s security personnel are not armed. Their tools are communications equipment tying them into the City’s police network to enable them to summon law enforcement personnel from the City police department.

In short, GCDMA itself cannot meaningfully alter the conduct of persons present in the district.

3. GCDMA’s Limited Role and Responsibility

Plaintiffs contend, however, that application of the one-person-one-vote principle is warranted because of GCDMA’s functions in the area of security, sanitation, and social services. While these are types of services that are often provided by local governments, we conclude that the fact that GCDMA also provides them is insufficient to subject it to the one-person-one-vote requirement because (a) by law GCDMA’s responsibility for these functions is at most secondary to that of the City, (b) GCDMA’s activities in these areas are quantitatively dwarfed by those of the City, and (c) the services performed by GCDMA are qualitatively different from core municipal functions.

As a matter of law GCDMA does not have primary responsibility for providing security, sanitation, or social services within the district. The Act requires that the

[sjervices for which district property owners are charged pursuant to the [district] plan must be in addition to or an enhancement of those provided by the municipality prior to the establishment of the district.

N.Y. Gen. Mun. Law § 980-j(a) (emphasis added). Thus, the City itself has — and by law must retain — the primary responsibility for providing security, sanitation, and social services in the GCBID.

Moreover, the City’s provision of these services is far more extensive than the limited activities of GCDMA. For example, while GCDMA employs some 63 security guards, most of them unarmed, the District is served primarily by three City police precincts which it overlaps. Further, as discussed above, the GCDMA security guards do not act as policemen. Although they patrol the district in the expectation that their visible presence will deter the incidence of serious crime, if law enforcement is needed, GCDMA security personnel call in the City police.

As to social services, while GCDMA contributes to the funding of a single outreach facility for homeless persons, the City has an entire Department devoted to assisting the homeless. Indeed, even if GCDMA had a more extensive role in the outreach facility and even if the facility provided the homeless with more extensive services, such as temporary housing, those facts alone would not transform GCDMA into a general governmental body, any more than it makes public bodies out of religious or other charitable organizations that offer such services.

Further, most of the so-called “sanitation” activities in which GCDMA engages are not focused on matters of public health. For example, GCDMA sanitation workers bag loose trash, but they do not cart it away. It remains the responsibility of the City’s Department of Sanitation to perform the ordinary municipal refuse removal service. Rather, the physical Improvements, such as installing better street lights and more attractive trash bins and illuminating Grand Central Terminal at night, as well as many of the Services, such as removing graffiti and old posters, cleaning street signs, and assisting merchants to design and install new signs and facades, are simply efforts to improve the physical appearance of the district. We cannot conclude that these activities reflect the exercise of general governmental authority-

Other GCDMA activities, such as the operation of information booths for tourists, the planned opening of a restaurant near Grand Central Terminal, and the sponsorship of public events are also nothing more than efforts to make the district more attractive to tourists and other consumers. None of these activities are indicative of general governmental authority.

4. The City’s Control Over GCDMA

Finally, even as to the capital improvement functions to be performed, the Act does not vest any power in GCDMA. Rather, as described in Part I.A.1. above, the power resides in the City, for the Act provides that after the establishment of a BID, “the legislative body shall have authority” to make the improvements to BID-owned or -leased property and to provide the additional services to “restore or promote business activity in the district,” N.Y. Gen. Mun. Law § 980-c (emphasis added). Thus, even the activities that GCDMA performs are subject to close City control. For example, under the Act, the total annual amount to be spent on improvements, maintenance, and operation must be set out in the District Plan, and the Plan limits the amount and type of expenditures GCDMA may make. The Plan cannot be implemented unless it is approved by the City Council; nor can the total annual amount to be expended be increased unless the City amends the District Plan. Thus, the City has control over the maximum size of GCDMA’s budget and the scope of its activities.

Further, since the annual rate of the assessment in each geographic section of the BID is simply the portion of GCDMA’s annual budget for that section that is attributable to each square foot of nonexempt property in that section, the City, by virtue of its control over the upper limit of GCDMA’s budget, also has control over the. maximum rate of the assessment imposed against BID property. GCDMA cannot increase the rate of the assessment above the maximum rate which is set by the City.

It is true that once the City approves a maximum annual budget amount for GCDMA, GCDMA may continue spending at that level in each succeeding year, and property will continue being assessed at the corresponding rate in each succeeding year, with no requirement of continued City approval. But that fact does not subject GCDMA elections to the one-person-one-vote rule, for even “the power to levy and collect special assessments ... does not create ... general governmental authority.” Ball, 451 U.S. at 366 n. 11, 101 S.Ct. 1811.

Moreover, the City retains significant control over the disposition of the money collected. The assessments collected are under “custody and control of, and are directly expend[ed]” by the City, not GCDMA. N.Y. Comptroller Op. 94-22, at 40; see td. at 39-40 (BID assessments are “municipal moneys to be held in the custody of, and accounted for, by ... the municipality”). Plaintiffs’ contention that this is a purely formal arrangement and that the City “has no discretion over whether or how much it must turn over to the GCDMA” (Plaintiffs’ Brief on Appeal at 17), is based on a misreading of the Act. The only statutory requirement imposed upon the City with respect to the disposition of the funds is that they may not be used “for any purposes other than those set forth in the district plan.” N.Y. Gen. Mun. Law § 980-i(a) (emphasis added). There is no unqualified requirement that the money be given to GCDMA for the fulfillment of those purposes. It was of course anticipated that GCDMA would adequately carry out its functions; but upon determining that GCDMA has not satisfactorily performed its duties under the Contract, the City has “the right to withhold any [assessments]” from GCDMA. (Contract § 1.05.) Thus, although BID property is assessed each year at a rate that the City cannot reduce — unless it abolishes the BID — the City controls the disbursement of the money.

In addition, the City has considerable supervisory authority over GCDMA’s expenditure of whatever money GCDMA does receive from the City. GCDMA was required to submit to the City annually a detailed explanation of its past year’s expenditures and a planned budget for the upcoming year. It is also required to submit to the City design plans and specifications for all proposed Improvements and must submit a schedule for their completion. The parties further agree that GCDMA has no independent authority to make physical improvements within the BID without the approval of the relevant City agencies. And while GCDMA has somewhat greater latitude in its provision of the Services, under the Contract its performance of the Services is subject to the review and reasonable direction and control of the Commissioner, who has the right to “inspect” GCDMA’s Services and, if he finds them unsatisfactory, to order that they be properly performed. If GCDMA does not comply with the order, the City may withhold funds from GCDMA and have someone other than GCDMA perform the Services. Finally, we note that the City had the right, if displeased with GCDMA’s performance, to refuse to renew the Contract — a right it has now exercised.

In sum, in light of (a) the BID’s limited goal of improving the area for business, (b) the fact that GCDMA is not the primary provider of the limited security, sanitation, or social services it performs, and (c) the City’s control over GCDMA’s performance with respect to the functions it performs, we conclude that here, as in Salyer and Ball, the district’s manager has relatively limited authority and does not exercise the sort of governmental powers that normally triggers the one-person-one-vote principle.

5. Proportionality of Voting and Effect

We further conclude that the establishment and operation of the GCBID has a substantially greater effect on property owners than on nonowning residents. Most significantly, the principal burden imposed by the GCBID — the mandatory assessment— falls directly on property owners and only property owners. The Act requires that “the expenses of a [BID] ... be imposed upon benefited real property, in proportion to the benefit received by such property.” N.Y. Gen. Mun. Law § 980-a(b)(8). Pursuant to the District Plan, property owners pay an assessment that constitutes the principal source of funding for GCDMA’s activities. Each property owner’s bill for that assessment is based on the number of square feet of district property that he owns.

District residents, on the other hand, are not, unless they own property, subject to the assessment. Residents pay no additional taxes as a result of living within the GCBID. Of course some property owners who lease their property to others may seek to pass all or part of the cost of the assessment to their tenants — whether commercial or residential — by raising rents. It is also possible, however, that such rent increases will be limited by factors such as rental market conditions, the terms of individual leases, or City and State rent control and rent stabilization regulations. To be sure, plaintiffs and their fellow shareholders in the cooperative association that owns their building seem likely to be indirectly burdened by the assessment in proportion to their interests in the cooperative, although the amount of their burden may be reduced if their building has commercial tenants who are made to bear part of the expense. Nonetheless, the possibility that part of the cost of an assessment would be passed on to resident nonlandowners existed as well in the water district cases and indeed inheres in any case in which an assessed landowner has a tenant. Whether or not part of the cost is passed on to any tenant, “there is no way that the economic burdens of district operations can fall on residents qua residents.” Salyer, 410 U.S. at 729, 93 S.Ct. 1224. We conclude that the burdens of the GCBID assessments fall disproportionately on property owners.

We note parenthetically that plaintiffs can participate in the selection of two classes of GCDMA’s directors. As resident nonowners of property, they have a voice in the selection of the Class C director. And as shareholders of their cooperative which is a property owner, plaintiffs have a voice in how their cooperative exercises its Class A voting power. The latter voice is directly proportional to the size of whatever indirect economic burden plaintiffs may bear.

With respect to the benefits of GCDMA’s activities, we note that since the money raised by the assessments against district property must be used for the specific business “purposes ... set forth in the [District [P]lan,” that money may not permissibly be used for the general benefit of the residents in the district. N.Y. Gen. Mun. Law § 980 — i (a). Nonetheless, certain GCDMA activities, such as the improvement of security and aesthetics within the district, will provide some benefit to district residents as well as district businesses; but

[t]he Salyer opinion did not say that the selected class of voters for a special public entity must be the only parties at all affected by the operations of the entity.... Rather, the question was whether the effect of the entity’s operations on them was disproportionately greater than the effect on those seeking the vote.

Ball, 451 U.S. at 371, 101 S.Ct. 1811. As indicated above, the benefits of GCDMA’s security and social service functions are rather limited. Its “beautification” Improvements may also provide aesthetic benefits to nonowner residents as well as to the owners of commercial property. The principal economic benefit from GCDMA’s activities, however, plainly accrues to the property owners, who will enjoy an increase in the value of their property.

In sum, we conclude that the operation of the GCBID affects property owners and no-nowning residents disproportionately.

6. Reasonable Relationship

Since the GCBID is a special-purpose district that affects property owners disproportionately, the Constitution requires only that the weighted voting system for electing GCDMA’s Board bear a reasonable relationship to the purposes of the GCBID. Plaintiffs have made no attempt to argue that GCDMA’s weighted voting system lacks such a reasonable relationship, and we think such a relationship is obvious. The need for cooperative action among property owners is clear. Projects such as the Improvements to land in the district, the sweeping of streets, and the provision of additional security personnel are projects that redound to the benefit of many .property owners; -but for that very reason, these are projects that no owner would likely undertake individually. The GCBID allows property owners to pool then-resources to accomplish mutually beneficial projects to increase the attractiveness of district property for commercial purposes.

In Ball, the Supreme Court found that weighted voting had the requisite reasonable relationship by virtue of the fact that the creation of the district “might well have never occurred had not the subscribing landowners been assured a special voice in the conduct of the District’s business.” 451 U.S. at 371, 101 S.Ct. 1811. Here too, if a sufficient number of property owners in the district had objected, they could have prevented the establishment of the GCBID. See N.Y. Gen. Mun. Law §§ 980-e(b), 980 — f(b)(l). Indeed, if a sufficient number object in the future, the GCBID will be dissolved. See id. § 980-n(a). Since only property owners are assessed to fund GCDMA’s activities, the State legislature could reasonably have concluded that property owners, unless given principal control over how the money is spent, would not have consented to having their property subject to the assessment. The guarantee that property owners will have majority representation on the Board is thus reasonably related to the goal of promoting commercial activity in the GCBID.

CONCLUSION

For the foregoing reasons, we conclude that the Grand Central BID is a district that exists for a special limited purpose, that GCDMA’s activities have a disproportionate effect on pr'operty owners, and that GCDMA has no primary responsibilities or general powers typical of a governmental entity. Accordingly, we conclude that the GCBID falls within the exception to the one-person-one-vote requirement. Since the Act’s guarantee of majority Board representation to property owners has a reasonable relationship to the purpose of the BID, we conclude that the weighted voting system for electing GCDMA’s Board does not violate the Equal Protection Clause.

We have considered all of plaintiffs’ arguments on this appeal and have found in them no basis for reversal. The judgment of the district court is affirmed.