Chapter 6.64


6.64.010    Authorization.

6.64.020    Definitions.

6.64.030    Powers – Generally.

6.64.040    Limitation of powers.

6.64.050    Corporate structure.

6.64.060    Application for charter.

6.64.070    Charter contents.

6.64.080    Review of application.

6.64.090    Issuance of charter.

6.64.100    Effect of issuance of charter.

6.64.110    Organizational meeting.

6.64.120    Corporate name.

6.64.130    Membership.

6.64.140    Board review and concurrence.

6.64.150    Membership concurrence.

6.64.160    Bylaws.

6.64.170    Proposing charter amendments.

6.64.180    Code of ethics – Conflict of interest.

6.64.190    Discrimination prohibited.

6.64.200    Composition of board.

6.64.210    Access to records.

6.64.220    Meeting of the board.

6.64.230    Meetings of membership.

6.64.240    Quorum.

6.64.250    Tenure in office.

6.64.260    Deposit of public funds.

6.64.270    Establishment and maintenance of office and records.

6.64.280    Reports and information.

6.64.290    Audits and inspections.

6.64.300    Charter amendment.

6.64.310    Board removal.

6.64.320    Trusteeship.

6.64.330    Dissolution.

6.64.340    Dissolution – Statement.

6.64.350    Dissolution – Disposition of assets.

6.64.360    Insurance.

6.64.370    Unauthorized representation.

6.64.380    Ancillary authority.

6.64.390    Construction.

6.64.010 Authorization.

The city authorizes the establishment and chartering of one or more public corporations, commissions and/or authorities (in this chapter called “public corporations”), each as an independent legal entity, to conduct activities as provided in RCW 35.21.730 through 35.21.755. [Ord. 9478, 1985].

6.64.020 Definitions.

As used in this chapter, the term:

“Board of directors” means the group of persons vested with the management of the affairs of the public corporation, irrespective of the name by which such group is designated. It includes, but is not limited to, such designations as “board of directors,” “board,” “trustees,” “managers,” “directorate,” “commission,” or “council.”

“Bonds” means any bonds, promissory notes, interim certificates, debentures, certificates of indebtedness or other obligations issued by the public corporation pursuant to its charter and this chapter.

“Bylaws” means the code or codes of rules adopted for the regulation or management of the affairs of the public corporation irrespective of the name or names by which such bylaws are designated.

“Charter” means the articles of organization of the public corporation irrespective of the name applied thereto and all amendments thereto.

“City” means the city of Bellingham.

“City council” means the legislative body of the city.

“City finance director” means the city finance director or a person authorized to act on his or her behalf; and in the event of reorganization of the office of city finance director, the successor official performing such duties or a person authorized to act on his or her behalf.

“Corporate” shall refer or pertain to a public corporation.

“Corporate official” means members of the board and such employees as the board shall designate.

“Director” means a member of the board of directors.

“Immediate family” means:

A. A spouse;

B. Any dependent parent, parent-in-law, child, son-in-law, or daughter-in-law; or

C. Any parent, parent-in-law, child, son-in-law, daughter-in-law, sibling, uncle, aunt, cousin, niece or nephew residing in the household of a corporate official or employee.

“Insolvent” or “insolvency” means an inability of a public corporation to pay debts as they become due in the usual course of its affairs.

“Mayor” means the mayor of the city of Bellingham.

“Member” means a member of the membership.

“Membership” means the class of persons entitled to participate (whether in a voting or advisory capacity) in the internal processes of the public corporation in accordance with its charter or bylaws.

“Public corporation” shall mean a corporation, commission, or authority organized under this chapter.

“Real property” includes all lands, including improvements and fixtures thereon and property of any nature appurtenant thereto, or used in connection therewith, and every estate, interest and right, legal or equitable, therein, including terms for years and liens by way of judgment, mortgage or otherwise and the indebtedness secured by such liens.

“Resolution” means an action of the board with the quorum required in BMC 6.64.240.

“State” (when used as a noun) shall mean the state of Washington.

“Voting membership” means the total number of voting positions on the board authorized by the charter, whether filled or vacant. [Ord. 9478, 1985].

6.64.030 Powers – Generally.

Except as otherwise limited by the State Constitution, the City Charter, this chapter, or the charter of the public corporation, a public corporation shall have and exercise all lawful powers necessary or convenient to effect the purposes for which the public corporation is organized and to perform authorized corporate functions, including, without limitations, the power to:

A. Own and sell real and personal property;

B. Contract for any corporate purpose with the United States, a state, and any political subdivision or agency of either, and with individuals, associations and corporations;

C. Sue and be sued in its name;

D. Lend and borrow money;

E. Do anything a natural person may do;

F. Perform all manner and type of community services and activities;

G. Provide and implement such municipal services and functions as the city council may by ordinance direct;

H. Transfer any funds, real or personal property, property interests, or services, with or without consideration;

I. Receive and administer federal or private funds, goods, or services for any lawful public purpose;

J. Purchase, lease, exchange, mortgage, encumber, improve, use, or otherwise transfer or grant security interests in real or personal property or any interests therein; grant or acquire options on real and personal property; and contract regarding the income or receipts from real property;

K. Issue negotiable bonds and notes in conformity with applicable provisions of the Uniform Commercial Code and state law in such principal amounts, as in the discretion of the public corporation, shall be necessary or appropriate to provide sufficient funds for achieving any corporate purposes; or to secure financial assistance, including funds from the United States, a state, or any political subdivision or agency of either for corporate projects and activities; provided, however, that all bonds and notes or liabilities occurring thereunder shall be satisfied exclusively from the assets, properties or credit of such public corporation, and no creditor or other person shall have any recourse to the assets, credit or services of the city thereby, unless the city council shall by resolution expressly guarantee such bonds or notes;

L. Contract for, lease, and accept transfers, gifts or loans of funds or property from the United States, a state, and any political subdivision or agency of either, including property acquired by any such governmental unit through the exercise of its power of eminent domain, and from corporations, associations, individuals or any other source, and to comply with the terms and conditions therefor;

M. Manage, on behalf of the United States, a state, and any political subdivision or agency of either, any property acquired by such entity through gift, purchase, construction, lease, assignment, default, or exercise of the power of eminent domain;

N. Recommend to appropriate governmental authorities public improvements and expenditures in areas of the city in which the public corporation by its charter has a particular responsibility;

O. Recommend to the United States, a state, and any political subdivision or agency of either, any property which, if committed or transferred to the public corporation, would materially advance the public purpose for which the public corporation is chartered;

P. Initiate, carry out, and complete such improvements of benefit to the public consistent with its charter as the United States, a state, and any political subdivision or agency of either may request;

Q. Recommend to the United States, a state, and any political subdivision or agency of either such tax, financing, and security measures as the public corporation may deem appropriate to maximize the public interest in areas of the city in which the public corporation by its charter has a particular responsibility;

R. Lend its funds, property, credit or services for corporate purposes, or act as a surety or guarantor for corporate purposes;

S. Provide advisory, consultative, training, educational, and community services or advice to individuals, associations, corporations, or governmental agencies, with or without charge;

T. Control the use and disposition of corporate property, assets, and credit;

U. Invest and reinvest its funds;

V. Fix and collect charges for services rendered or to be rendered, and establish the consideration for property transferred;

W. Sponsor, lease, manage, construct, own, or otherwise participate in housing projects, where such activity furthers the purpose for which the public corporation is chartered;

X. Maintain books and records as appropriate for the conduct of its affairs;

Y. Conduct corporate affairs, carry on its operations, and use its property as allowed by law and consistent with this chapter, its charter and its bylaws; name corporate officials, designate agents, and engage employees, prescribing their duties, qualifications, and compensation; and secure the services of consultants for professional services, technical assistance, or advice;

Z. Identify and recommend to the United States, a state, and any political subdivision or agency of either, the acquisition by the appropriate governmental entity for transfer to or use by the public corporation – of property and property rights, which, if so acquired, whether through purchase or the exercise of eminent domain, and so transferred or used, would materially advance the purpose for which the public corporation is chartered; and

AA. Exercise and enjoy such powers as may be authorized by law. [Ord. 9478, 1985].

6.64.040 Limitation of powers.

A public corporation, organized under this chapter, in all activities and transactions shall be limited in the following respects:

A. A public corporation shall have no power of eminent domain nor any power to levy taxes or special assessments.

B. A public corporation may not incur or create any liability that permits recourse by any contracting party or member of the public to any assets, services, resources, or credit of the city.

C. No funds, assets, or property of any public corporation shall be used for any partisan political activity or to further the election or defeat of any candidate for public office; nor shall any funds or a substantial part of the activities of any public corporation be used for publicity or educational purposes designed to support or defeat legislation pending before the Congress of the United States, or the Legislature of the state or the city council; provided, however, that funds may be used for representatives of a public corporation to communicate with members of Congress, state legislators or city council members concerning funding and other matters directly affecting the public corporation, so long as such activities do not constitute a substantial part of the corporation’s activities and unless such activities are specifically limited in its charter.

D. All funds, assets, or credit of the public corporation shall be applied toward or expended upon services, projects, and activities authorized by its charter. No part of the net earnings of a public corporation shall inure to the benefit of, or be distributable as such to, the board members, officers of a public corporation or other private persons, except that a public corporation is authorized and empowered to:

1. Compensate corporate officials and others performing services for the public corporation a reasonable amount for services rendered, and reimburse reasonable expenses actually incurred in performing their duties;

2. Assist corporate officials as members of a general class of persons to be assisted by a corporate-approved project or activity to the same extent as other members of the class as long as no special privileges or treatment accrues to such corporate official by reason of his or her status or position in the public corporation;

3. Defend and indemnify any current or former board member or employee and their successors against all costs, expenses, judgments, and liabilities, including attorneys’ fees, reasonably incurred by or imposed upon him or her in connection with or resulting from any claim, action, or proceeding, civil or criminal, in which he or she is or may be made a party by reason of being or having been a corporate official, or by reason of any action alleged to have been taken or omitted by him or her as such official; provided, that he or she was acting in good faith on behalf of the public corporation and within the scope of duties imposed or authorized by law. This power of indemnification shall not be exclusive of other rights to which corporate officials may be entitled as a matter of law;

4. Purchase insurance to protect and hold personally harmless any of its officials (including its employees and agents) from any action, claim, or proceeding instituted against the foregoing individuals arising out of the performance, in good faith, of duties for, or employment with, the public corporation and to hold these individuals harmless from any expenses connected with the defense, settlement, or monetary judgments from such actions, claims, or proceedings. The purchase of such insurance and its policy limits shall be discretionary with the board, and such insurance shall not be considered to be compensation to the insured individuals. The powers conferred by this subsection shall not be exclusive of any other powers conferred by law to purchase liability insurance; and

5. Sell assets for a consideration greater than their reasonable market value or acquisition costs, charge more for services than the expense of providing them, or otherwise secure an increment in a transaction, or carry out any other transaction or activity, as long as such gain is not the object or purpose of the public corporation’s transactions or activities and is applied to or expended upon services, projects, and activities as aforesaid.

E. A public corporation organized under this chapter shall not issue shares of stock, pay dividends, make private distribution of assets, make loans to its board members or employees or otherwise engage in business for private gain. [Ord. 9478, 1985].

6.64.050 Corporate structure.

A. A public corporation shall have two or more corporate officers. The corporate officers shall manage the daily affairs and operations of the public corporation. If the charter so provides, corporate officers may be members of the board. The same persons shall not occupy both the chief executive office of the corporation and the office responsible for the custody of funds and maintenance of accounts and finances.

B. Unless the charter provides otherwise, the chief executive officer shall be the agent of the public corporation for service of process; the bylaws may designate additional corporate officers as agents to receive or initiate process.

C. The board shall oversee the activities of corporate officers, establish and/or implement policy, and participate in corporate activities to the extent provided by BMC 6.64.140, its charter and bylaws. [Ord. 9478, 1985].

6.64.060 Application for charter.

A. To initiate proceedings to charter a public corporation under this chapter, any person or group of persons shall apply in duplicate to the city finance director therefor. The application shall set forth:

1. The charter requested;

2. The proposed initial bylaws;

3. The name, occupation, place of employment, business and home addresses and business and home telephone numbers of persons nominated as the initial board members;

4. The funds and other assets necessary to undertake the activities or functions contemplated within the coming year; the anticipated sources of such funds and assets; a projected first-year operating budget; and any other supporting data the applicants deem appropriate and necessary to evaluate their application; and

5. The name and address of each applicant. The applicant(s) may amend, correct or supplement the application during review and processing thereof. No applicant shall be an official or employee of the city.

B. One copy of the application shall be filed with the city finance director as a public record open to public inspection and one copy shall be forwarded to a responsible city official designated by the mayor. To allow for public inspection and review, at least 30 days shall elapse between filing of an application and issuance of a charter. [Ord. 9478, 1985].

6.64.070 Charter contents.

A. The charter shall set forth the following:

1. The name of the public corporation;

2. The period of duration of the public corporation, which may be perpetual or for a fixed period;

3. This statement in a prominent place:

(name of public corporation) is organized pursuant to Bellingham Municipal Code Chapter 6.64 and RCW 35.21.730-.755. RCW 35.21.750 provides as follows: “[A]ll liabilities incurred by such public corporation, commission, or authority shall be satisfied exclusively from the assets and properties of such public corporation, commission, or authority and no creditor or other person shall have any right of action against the city, town, or county creating such corporation, commission, or authority on account of any debts, obligations or liabilities of such public corporation, commission, or authority.”

4. The purpose or purposes of the public corporation;

5. The composition of the board;

6. The composition of the membership, if any;

7. Any provisions, not inconsistent with law, which the applicants elect to set forth in the charter for the regulation of the internal affairs of the public corporation.

B. The charter shall require that any corporate official responsible for accounts and finances shall file with the public corporation a fidelity bond in an amount determined by the public corporation to be adequate and appropriate, and may hold the corporate office only as long as such a bond continues in effect. [Ord. 9478, 1985].

6.64.080 Review of application.

The mayor’s designee shall review all applications for compliance with the provisions of this chapter and RCW 35.21.730 through 35.21.755 and shall refer to the mayor his or her findings and recommendations with respect to:

A. Approval of, denial of, or modifications to the proposed charter or the proposed initial bylaws for compliance with this chapter and state law, and for furtherance of the best interests of the city; and

B. Qualifications of the initial board members. [Ord. 9478, 1985].

6.64.090 Issuance of charter.

A. The mayor, in his or her discretion, shall issue a charter:

1. Upon his or her concurrence in affirmative findings and favorable recommendations by his or her designee; or

2. Upon acceptance by the applicants of changes, revisions, modifications, conditions, restrictions or contingencies suggested by the mayor; or

3. Upon satisfactory resolution of differences between the applicant and the mayor.

B. A charter establishing a public corporation shall be issued in duplicate originals, each signed by the mayor and bearing the city seal attested by the city finance director. One original shall be retained by the city finance director and filed as a public record, and a duplicate original shall be delivered to the applicant(s). The city finance director shall give notice of the issuance of the charter to the Secretary of State and furnish a copy of the charter and this chapter upon request therefor. [Ord. 9478, 1985].

6.64.100 Effect of issuance of charter.

The public corporation shall commence its existence effective upon filing of its charter as issued and attested, unless a different time be specified therein. Except as against the state or the city in a proceeding to cancel or revoke the charter, or to compel compliance with a representation made in the application, filing of an original charter and delivery of a duplicate original charter shall conclusively indicate that all conditions precedent have been fulfilled and that the public corporation has been established in compliance with the procedures of this chapter. [Ord. 9478, 1985].

6.64.110 Organizational meeting.

Upon issuance of the charter, the applicant(s) shall call an organizational meeting of the persons nominated as board members in the application as approved within 30 days, giving at least 10 days’ advance written notice to each, unless waived in writing; provided, that the organizational meeting may be postponed to a more appropriate time when the charter provides for a corporate existence contingent on certain events or occurrences or commencing at a future time. At such meeting, the board shall organize itself, may appoint interim officers and nonvoting members of the board to serve until the selection processes provided in or by the charter be complied with, select the temporary place of business, and assist in organizing the membership, if any. [Ord. 9478, 1985].

6.64.120 Corporate name.

The corporate name shall not:

A. End with “incorporated,” “company” or “corporation” or any abbreviation thereof or use the term “grange,” “bank,” “banking,” “trust” or “savings” therein, or any combination of words that are restricted from its usage by state law; and

B. Adopt or appear deceptively similar to the name of any corporation, existing or organized under the laws of the state or authorized to transact business or conduct affairs in the state, or a corporate name reserved or registered as permitted by the laws of the state. [Ord. 9478, 1985].

6.64.130 Membership.

A. A public corporation may have one or more classes of members or may have no members, as set forth in the charter. If a membership be provided, the board or a committee thereof shall report to the membership at a meeting held at least once a year and receive such advice, counsel or directions as the charter shall designate.

B. If no membership be provided, the board or a committee thereof shall hold a public meeting at least once a year to report on public corporation activities and receive public comment thereon. Notice of such meetings shall be given in the same manner as that required for membership meetings where the membership is larger than 100 persons. [Ord. 9478, 1985].

6.64.140 Board review and concurrence.

A. At least quarterly, the board shall review monthly statements of income and expenses which compare budgeted expenditures to actual expenditures. Boards of public corporations with annual operating budgets in excess of $1,000,000 shall also review, at least quarterly, balance sheets and statements of changes in their financial position for the previous three months. Boards shall review all such information at regular meetings, the minutes of which shall specifically note such reviews and include such information.

B. General or particular authorization or review and concurrence of the board by resolution shall be necessary for any of the following transactions:

1. Transfer or conveyance of an interest in real estate, other than release of a lien or satisfaction of a mortgage after payment has been received, or the execution of a lease for a current term less than one year;

2. The contracting of debts, issuances of notes, debentures, or bonds, and the mortgaging or pledging of corporate assets to secure the same;

3. The donation of money, property or other assets belonging to the public corporation;

4. An action by the public corporation as a surety or guarantor;

5. All capital expenditures in excess of $10,000, and all other transactions in which: (a) the consideration exchanged or received by the public corporation exceeds the greater of one percent of the previous year’s operating budget or $10,000; (b) the performance by the public corporation shall extend over a period of one year from the date of execution of an agreement therefor; or (c) the public corporation assumes duties to the city, the state, the United States or other governmental entity;

6. Any project or activity outside the limits of the city;

7. Adoption of an annual budget and a separate capital budget;

8. Certification of annual reports and statements to be filed with the city finance director as true and correct in the opinion of the board and of its members except as noted;

9. Proposed amendments to the charter and bylaws; and

10. Such other transactions, duties, and responsibilities as the charter shall repose in the board or require board participation by resolution. [Ord. 9478, 1985].

6.64.150 Membership concurrence.

If the charter provides for a membership, it may require membership concurrence over certain matters as provided in its charter or bylaws. [Ord. 9478, 1985].

6.64.160 Bylaws.

A. The initial bylaws of a public corporation shall be adopted by its initial board and shall be submitted with its application for charter. The power to alter, amend, or repeal the bylaws or adopt new ones shall be vested in the board unless otherwise provided in the charter or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a public corporation not inconsistent with law or the charter.

B. Amendments to the bylaws shall not take effect until 10 days after filing of the same with the city finance director, unless such amendment(s) shall have been passed by unanimous vote of the board and the membership (if any and if affected by the amendment), and an earlier effective date be set. [Ord. 9478, 1985].

6.64.170 Proposing charter amendments.

A. A public corporation may propose to the mayor that its charter be amended by resolution of its board passed by a procedure outlined in its charter and in conformity with BMC 6.64.240 at a regular or special meeting of which 30 days’ advance written notice was given; and where concurrence of the membership, if any, be required by the charter, by approval of the membership through either written ballots by mail or a vote of members at a regular or special meeting at which consideration of the proposed amendment was scheduled and 30 days’ advance written notice given.

B. Information regarding a proposed charter amendment shall be provided to members of the board and to members, if any, two weeks prior to the meeting at which a vote will be taken and shall include the proposed amendment and a statement of its purpose and effect. [Ord. 9478, 1985].

6.64.180 Code of ethics – Conflict of interest.

A. Except as provided in this section, a board member or employee of a public corporation may not participate in a decision of the public corporation in which that person or a member of that person’s immediate family has a financial interest unless the financial interest is a remote financial interest and participation is approved under subsection (B) of this section.

B. A board member or employee may participate in a decision if that person or a member of that person’s immediate family has only a remote financial interest, the fact and extent of the interest is disclosed to the board in a public meeting and is noted in the minutes of the board before any participation by the member in the decision, and thereafter in a public meeting the board by vote authorizes or approves the participation. If the person whose participation is under consideration is a board member, that person may not vote under this subsection. For purposes of this subsection, “remote financial interest” means:

1. That of a nonsalaried officer of a nonprofit corporation;

2. That of an employee or agent of a contracting party where the compensation of the employee or agent consists entirely of fixed wages or salary and the contract is awarded by bid or by other competitive process;

3. That of a landlord or tenant of a contracting party, except in cases where the property subject to the lease or sublease is owned or managed by the public corporation;

4. That of a holder of less than one percent of the shares of the corporation or cooperative that is the contracting party;

5. That of an owner of a savings and loan or bank savings or share account or credit union deposit account if the interest represented by the account is less than two percent of the total deposits held by the institution; or

6. Other interests that are defined as remote by bylaws adopted by the public corporation.

C. A board member or employee is not considered to be financially interested in a decision when the decision could not affect that person in a manner different from its effect on the public at large.

D. The board may adopt additional conflict of interest and ethical rules it considers appropriate.

E. For purposes of this section, “participate in a decision” includes all discussions, deliberations, preliminary negotiations, and votes.

F. The board may recommend to the city council the removal of a board member who intentionally violates this section or a rule adopted hereunder. In addition, violation of any provision of this section constitutes an infraction for which a monetary fine, not to exceed $500.00, may be assessed by a court of competent jurisdiction. Violation may be proven by a preponderance of evidence and need not be proven beyond a reasonable doubt. [Ord. 9478, 1985].

6.64.190 Discrimination prohibited.

A. Neither board membership nor any general membership may directly or indirectly be based upon or limited by age, race, color, religion, sex, national origin, or the presence of any physical handicap.

B. To ensure equality of employment opportunity, the public corporation shall not discriminate in any matter related to employment because of age, race, color, religion, sex, national origin, or the presence of any physical handicap. The public corporation shall, in all solicitations or advertisements for employees placed by or on behalf of the public corporation, state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, national origin, or the presence of any physical handicap. [Ord. 9478, 1985].

6.64.200 Composition of board.

A. The board shall have three or more members. No term of a position on the board shall exceed four years. If no duration of term be provided by the charter, the term of a position on the board shall be three years.

B. All appointments to the board shall be made by the mayor and confirmed by the city council. [Ord. 9478, 1985].

6.64.210 Access to records.

A. A public corporation shall keep an official journal containing the minutes of proceedings at all meetings of the board and any meetings of any membership and the resolutions of the board.

B. Any person shall have access to records and information of the public corporation to the extent required by state law. [Ord. 9478, 1985].

6.64.220 Meeting of the board.

A. The board shall meet at least eight times each year; special meetings of the board may be called as provided by the charter, the bylaws or RCW 42.30.010 et seq.

B. The board of a public corporation shall be the governing body of a public agency as defined in RCW 42.30.020, and all meetings of the board shall be held and conducted in accordance with RCW 42.30.010 et seq.

C. All board meetings, including executive, all other permanent and ad hoc committee meetings and membership meetings shall be open to the public, to the extent required by RCW 42.30.010 et seq. The board and committees may hold executive sessions to consider matters enumerated in RCW 42.30.010 et seq., or privileged matters recognized by law, and shall enter the cause therefor upon its official journal. [Ord. 9478, 1985].

6.64.230 Meetings of membership.

A. Meetings of the membership, if any, shall be held at least once a year or at more frequent intervals as provided in the charter. Special meetings of the membership, if any, may be called by the board or by petition of the members as provided by the charter or the bylaws.

B. Notice of any membership meeting, stating the place, day and hour, shall be mailed to members entitled to be present at least 10 days and not more than 30 days before the meeting; provided, that, if the membership is larger than 100 persons, notice may be made by publication of notice for three days in a newspaper of general circulation in the area together with posting in a prominent place in the public corporation’s offices. [Ord. 9478, 1985].

6.64.240 Quorum.

The charter or bylaws shall establish the requirements for a quorum. The act of a majority of the board present at a meeting at which a quorum is present shall be the act of the board; provided, however, that:

A. A quorum to commence a board meeting shall be no fewer than a majority of the board’s total voting membership.

B. Any resolution authorizing or approving an action described in BMC 6.64.140 shall require an affirmative vote of a majority of the board members voting on the issue; provided, that such majority equals not less than one-third of the board’s total voting membership; and

C. Where the charter provides for concurrence of the membership, such concurrence shall require an affirmative vote representing a majority of the members voting on the issue and at least (1) 20 percent of any membership comprising less than 100 persons or (2) 10 percent of any membership comprising 100 persons or more. [Ord. 9478, 1985].

6.64.250 Tenure in office.

A. A board member shall serve for the term designated and until his or her successor shall have been elected or appointed and qualified.

B. Any board member may be removed from any corporate office or position in such manner as the charter or bylaws shall prescribe. Upon removal from an office or position or upon the abrogation or extinction thereof, such board member shall have no power of office. [Ord. 9478, 1985].

6.64.260 Deposit of public funds.

All moneys belonging to or collected for the use of the public corporation, coming into the hands of any corporate official or officer thereof, shall be deposited in a qualified public depositary as determined by the Washington Public Deposit Protection Commission. [Ord. 9478, 1985].

6.64.270 Establishment and maintenance of office and records.

The public corporation shall:

A. Maintain a principal office at a location within the limits of the city;

B. File and maintain with the city finance director a current listing of all corporate officials, their positions and their home addresses, their business and home phone numbers, the address of its principal office and of all other offices used by it, and a current set of its bylaws; and

C. Maintain all of its records in a manner consistent with the Preservation and Destruction of Public Records Act, Chapter 40.14 RCW. [Ord. 9478, 1985].

6.64.280 Reports and information.

The public corporation shall, within three months after the end of its fiscal year, file an annual report with the city finance director, the city council and the mayor’s designee containing an audited statement of assets and liabilities, income and expenditures and changes in its financial position during the previous year; a summary of significant accomplishments; a list of depositaries used; a projected operating budget for the current fiscal year; a summary of projects and activities to be undertaken during the current year; a list of corporate officials; and a list of corporate officials bonded pursuant to BMC 6.64.070. [Ord. 9478, 1985].

6.64.290 Audits and inspections.

The public corporation shall, at any time during normal business hours and as often as the mayor, the city finance director or the State Auditor deem necessary, make available to the mayor, the city finance director and the State Auditor for examination all of its financial records, and shall permit the mayor, city finance director and State Auditor to audit, examine and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all the aforesaid matters. [Ord. 9478, 1985].

6.64.300 Charter amendment.

A. After adoption of a proposed charter amendment, a public corporation shall file two complete copies of the charter with the mayor. One copy shall be in a format that strikes over material to be deleted and underlines new material. The mayor may approve or disapprove the proposed amendment. If the mayor approves the proposed amendment, he or she shall cause to be issued duplicate originals of the revised charter, each signed by the mayor and bearing the city seal attested by the city finance director. One original and the underlined and overstricken copy shall be retained by the city finance director as a public record and the other original shall be delivered to the public corporation. A charter amendment proposed by a public corporation shall take effect and become a part of the charter upon the filing of the mayor’s approval with the city finance director.

B. When required by law, each public corporation chartered pursuant to this chapter shall propose to the mayor an amendment to the public corporation’s charter that will conform with said law. Any membership approval shall not be required for any proposed charter amendment required by law. [Ord. 9478, 1985].

6.64.310 Board removal.

If it is determined for any reason that any or all of the board members should be removed from office, after a full public hearing, and after selection of appropriate replacements by the mayor and city council pursuant to this section, the mayor and city council may by ordinance remove any or all voting board members from office. The term of any board member removed pursuant to this section shall expire when the member receives a copy of the ordinance removing him or her from office and a letter signed by the mayor advising him or her that he or she has been removed pursuant to this section. Any person appointed to the board pursuant to this section shall be appointed by the mayor and confirmed by the city council in the same way other persons appointed to positions requiring city council approval are appointed and confirmed. The term of any person appointed and confirmed pursuant to this section shall begin at the expiration of the term of the person being replaced and shall continue until the regular expiration of the term of the position being filled. [Ord. 9478, 1985].

6.64.320 Trusteeship.

A. If it is determined for any reason that a trusteeship should be imposed over a public corporation organized pursuant to this chapter, the city, by resolution of the city council, after a public hearing held with notice to the public corporation, may petition the superior court to impose a trusteeship over the public corporation and to appoint the trustees therefor.

B. The trustees appointed by the superior court shall take such actions as necessary during the trusteeship to achieve the object thereof as reasonable. The trustees shall have the power and authority to reorganize the public corporation and recommend amendment of its charter and/or its bylaws; suspend and/or remove corporate officials, and manage the assets and affairs of the public corporation; and exercise any and all corporate powers as necessary or appropriate to fulfill outstanding agreements, to restore the capability of the public corporation, to perform the functions and activities for which it is chartered, to reinstate its credit or credibility with its creditors or obligees, and, if so authorized by the superior court, to oversee its dissolution. [Ord. 9478, 1985].

6.64.330 Dissolution.

If the city council makes an affirmative finding that dissolution is warranted for any reason, the existence of a public corporation may be terminated by resolution of the city council at or after a public hearing, held with notice to the public corporation and affording it a reasonable opportunity to be heard and present evidence. [Ord. 9478, 1985].

6.64.340 Dissolution – Statement.

Upon enactment of a resolution by the city council for dissolution of the public corporation or by the public corporation for its own dissolution, the public corporation shall file a dissolution statement signed by its chief executive officer setting forth:

A. The name and principal office of the public corporation;

B. The debts, obligations and liabilities of the public corporation, and the property and assets available to satisfy the same; the provisions to be made for satisfaction of outstanding liabilities and performance of executory contracts; and the estimated time for completion of its dissolution;

C. Any pending litigation or contingent liabilities;

D. The board resolution providing for such dissolution and the date(s) and proceedings leading toward its adoption, whenever the dissolution be voluntary; and

E. A list of persons to be notified upon completion of dissolution. The mayor shall review the statement filed and oversee the dissolution to protect the public interest and prevent impairment of obligation, or if so authorized by law, authorize or initiate proceedings in the superior court for the appointment and supervision of a receiver for such purposes. Upon satisfactory completion of dissolution proceedings, the mayor shall indicate such dissolution by inscription of “charter cancelled” on the original charter of the public corporation, on file with the city finance director and, when available, on the duplicate original of the public corporation, and the existence of the public corporation shall cease. The city finance director shall give notice thereof to the Secretary of State and other persons requested by the public corporation in its dissolution statement. [Ord. 9478, 1985].

6.64.350 Dissolution – Disposition of assets.

Upon dissolution of a public corporation and the winding up of its affairs, all of the rights, assets and property of the public corporation shall pass to and be distributed according to the terms of the applicable grant agreements or covenants with the federal government, or agreements with donors, or other parties made at the time of acquisition, or to a qualified entity as determined by the city council. [Ord. 9478, 1985].

6.64.360 Insurance.

Each public corporation chartered pursuant to this chapter shall maintain in full force and effect public liability insurance in an amount sufficient to cover potential claims for bodily injury, death or disability and for property damage, which may arise from or be related to projects and activities of the public corporation, naming the city as an additional insured. [Ord. 9478, 1985].

6.64.370 Unauthorized representation.

All persons who assume to act for the public corporation without authority to do so shall be jointly and severally liable for the debts and liabilities incurred or arising as a result thereof. [Ord. 9478, 1985].

6.64.380 Ancillary authority.

The mayor and city finance director are granted all such power and authority as reasonably necessary or convenient to enable them to administer this chapter efficiently and to perform the duties imposed in this chapter. [Ord. 9478, 1985].

6.64.390 Construction.

This chapter shall be liberally construed so as to effectuate its purposes and the purposes of RCW 35.21.730 through 35.21.755. [Ord. 9478, 1985].