Chapter 2.05
BYLAWS

Sections:

Article I. General Provisions

2.05.010    Purposes.

2.05.020    Definitions.

2.05.030    Offices.

Article II. Board

2.05.040    General powers.

2.05.050    Composition of Board.

2.05.051    Alternates.

2.05.052    Observers.

2.05.060    Tenure.

2.05.070    Resignation and Removal.

2.05.080    Vacancies.

2.05.090    Compensation.

Article III. Officers

2.05.100    Number.

2.05.110    Appointment and term of office.

2.05.120    Resignation.

2.05.130    Removal.

2.05.140    Chair (president).

2.05.150    Vice-chair.

2.05.160    Secretary.

2.05.170    Treasurer.

2.05.180    Delegation.

2.05.190    Vacancies.

2.05.200    Indemnification.

Article IV. Meetings of the Board

2.05.210    Annual meetings.

2.05.220    Regular meetings.

2.05.230    Special meeting – Waiver of notice – Exception.

2.05.240    Notice of agenda for annual and regular meeting.

2.05.250    Addenda to the agenda at annual, regular or special meetings.

2.05.260    Minutes.

2.05.270    Public meetings.

2.05.280    Executive sessions.

2.05.290    Appearance before the Board.

2.05.300    Quorum.

2.05.310    Manner of acting – Rules of procedure.

Article V. Committees of the Board

2.05.320    Executive committee.

2.05.330    Standing committees.

2.05.340    Meetings of standing committees.

2.05.350    Recommendations of standing committees.

2.05.351    Appearance before a committee.

2.05.360    Special committees.

Article VI. Staff and Consultants

2.05.370    Staff and consultants.

Article VII. Execution of Contracts and Other Instruments

2.05.380    Execution of contracts and deeds.

Article VIII. Finances

2.05.390    Loans.

2.05.400    Checks, drafts, warrants, orders and evidences of indebtedness.

2.05.410    Contributions and disbursements.

2.05.420    Budget management.

2.05.430    Expenditures for qualifying purposes only.

Article IX. Miscellaneous

2.05.440    Seal.

2.05.450    Books and records.

2.05.460    Fiscal year.

2.05.470    Copies of resolutions.

2.05.480    Limitation on distribution of funds.

2.05.490    Amendments to bylaws.

Article I. General Provisions

2.05.010 Purposes.

As set forth in the Cascade Water Alliance Joint Municipal Utility Services Agreement (the “Agreement”), Cascade is organized as a joint municipal utility services authority under Chapter 39.106 RCW and is the successor for all purposes to the former Cascade which was created under the Interlocal Contract as an intergovernmental entity existing under the laws of Chapter 39.34 RCW. Cascade Water Alliance, as a joint municipal utility services authority, is a municipal corporation, exercising essential governmental functions of its Members to:

A. Provide a safe, reliable and high quality drinking water supply to meet the current and projected demands of Cascade Members, and for non-Members as determined by Cascade, and to carry out this task in a coordinated, cost-effective, and environmentally sensitive manner;

B. Develop, contract for, manage, acquire, own, maintain and operate Water Supply Assets, including without limitation, surface water supplies, groundwater supplies, reclaimed water supplies, and other water supply resources as determined by the Board;

C. Purchase and provide water supply, transmission services, treatment facilities and other related services;

D. Provide conservation programs to promote the wise and efficient use of resources;

E. Carry out emergency water supply and shortage management programs for its Members when demands exceed available supply;

F. Coordinate and plan cooperatively with other regional or local water utilities and other entities to maximize supply availability and to minimize system costs;

G. Develop a Water Supply Plan addressing the needs of Cascade and its Members and Cascade itself and develop a regional water supply plan with other water providers as Cascade may find convenient or necessary to meet regional, state and federal planning requirements, and to take a leadership role in developing and coordinating those supply plans;

H. Share costs and risks among Members commensurate with benefits received; and

I. Carry out, or to further other water supply purposes that the Members determine, consistent with the provisions of this Agreement. [Res. 2012-07 § 1; Res. 2009-05 § 2 (Art. I)].

2.05.020 Definitions.

All terms used and not otherwise defined herein shall have the meaning set forth in the Agreement. [Res. 2012-07 § 2; Res. 2009-05 § 2 (Art. II)].

2.05.030 Offices.

The principal office and place of Cascade in the state of Washington and its registered agent shall be located at Cascade Water Alliance 520 112th Ave. NE Suite 400, Bellevue, WA 98004, or at another such location as determined by the Board. [Res. 2012-07 § 3; Res. 2009-05 § 2 (Art. III)].

Article II. Board

2.05.040 General powers.

The business and affairs of Cascade shall be managed by its Board, which shall be deemed a “Board of Directors.” In addition to its other powers and authority as set forth in the Agreement, the Board shall have the full power except as prohibited by the terms of any gift, devise, bequest or other transfer, in its sole discretion, to change the form of any investment and, for that or other purposes of Cascade, to dispose of any property held by Cascade. The Board shall have the right to employ or retain agents to carry out the purposes of Cascade, including but not limited to attorneys, consultants, engineers, contractors and accountants. [Res. 2012-07 § 4; Res. 2009-05 § 2 (4.01)].

2.05.050 Composition of Board.

The Board of Cascade shall consist of one individual representative appointed by each Member agency to be designated a “Board Member.” Board Members shall not have terms, but each Board Member shall serve at the pleasure of the Member agency that the Board Member represents. To serve as a Board Member, an individual must be an elected official of the Member agency and must be appointed to serve on the Board by the legislative body of the appointing Member agency.

Board Members may be removed as set forth in CWAC 2.05.070. [Res. 2022-13 § 1; Res. 2019-16 § 1; Res. 2012-07 § 5; Res. 2009-19 § 7; Res. 2009-05 § 2 (4.02)].

2.05.051 Alternates.

Member agencies shall each appoint one alternative representative to the Board to be designated an “Alternate,” who shall serve as an alternate to the Board Member and may serve on standing committees if appointed in accordance with CWAC 2.05.330. Alternates shall not have terms, but each Alternate shall serve at the pleasure of the Member agency that the Alternate represents. To serve as an Alternate, an individual must be an elected official of the Member agency and must be appointed to serve as an Alternate by the legislative body of the appointing Member agency. Alternates may be removed as set forth in CWAC 2.05.070.

Alternates are encouraged to attend Board meetings and participate in discussion. However, unless they are appearing at a Board meeting for an absent Board Member, Alternates shall be clearly identified as non-voting and shall not vote at Board meetings. [Res. 2022-13 § 1].

2.05.052 Observers.

Member agencies may each appoint one or more individuals to positions designated as “Observers.” The purpose of Observers is to promote fuller participation from Member agencies by facilitating participation by elected officials in committee discussion in accordance with CWAC 2.05.351. Observers shall serve at the pleasure of the appointing Member agency. To serve as an Observer, an individual must be an elected official of the Member agency and must be appointed to serve as an Observer by the legislative body of the appointing Member agency. Observers may be removed as set forth in CWAC 2.05.070.

Observers may attend Board meetings and may participate in discussions if called upon by the Board Chair. Observers may attend Standing Committee meetings and participate in discussion, in accordance with CWAC 2.05.351. [Res. 2022-13 § 1].

2.05.060 Tenure.

Unless the Board Member, Alternate, or Observer resigns or is removed in accordance with these bylaws, each Board Member, Alternate, or Observer shall hold office until replaced by resolution or written motion of the legislative body of the appointing member. Notwithstanding the foregoing, no Board Member, Alternate, or Observer shall continue in that capacity if he or she is no longer an elected official of the Member agency whom he or she represents. [Res. 2022-13 § 1; Res. 2009-05 § 2 (4.03)].

2.05.070 Resignation and Removal.

A Board Member, Alternate, or Observer may be removed, from the position to which they have been appointed, by the Member agency that he or she represents, or a Board Member, Alternate, or Observer may personally resign at any time. Resignation or removal shall be effective upon the Board Member, Alternate, or Observer or the member agency delivering written notice to the Chair, the Secretary or the Board of Cascade.

In addition, after 30 days’ written notice to the member agency appointing a Board Member, Alternate, or Observer, any Board Member, Alternate, or Observer may be removed with cause by 65 percent dual majority vote of the remaining Board Members, and the individual removed may not be reappointed by the Member agency for one year after the date of removal. [Res. 2022-13 § 1; Res. 2009-05 § 2 (4.04)].

2.05.080 Vacancies.

Any vacancy occurring among the Board Members or Alternates shall be filled by the appropriate Member agency. If a Board Member or Alternate resigns or is removed from office, the legislative body of the appointing Member agency shall, at its next meeting, appoint a replacement and deliver written notice to the Chair, the Secretary, or the Board of Cascade of such appointment. [Res. 2022-13 § 1; Res. 2009-05 § 2 (4.05)].

2.05.090 Compensation.

Board Members and Alternates may be paid actual out-of-pocket expenses, if any, for attendance at meetings of the Board or a committee thereof or conducting other business of Cascade; provided, that the expenses are reasonable and such reimbursement has been provided for in the budget. [Res. 2022-13 § 1; Res. 2009-05 § 2 (4.06)].

Article III. Officers

2.05.100 Number.

Cascade shall have a Chair, Vice-Chair, Treasurer and Secretary, each of whom shall be appointed by the Board from among the Board Members. The Chair shall serve as and shall be designated the “Chair of the Board.” Such other officers as may be deemed necessary or appropriate may be appointed by the Board from among the Board Members. Any two or more offices, with the exception of the Chair and Treasurer, may be held by the same Board Member. [Res. 2022-13 § 1; Res. 2009-05 § 2 (5.01)].

2.05.110 Appointment and term of office.

The officers of Cascade shall be appointed by the Board at the annual meeting in even-numbered years, to serve for two years until the next annual meeting in an even-numbered year or until removed by the Board. Each officer shall hold office until a successor shall have been appointed, except in the event of the termination of an officer’s term in the manner herein provided. Notwithstanding the foregoing, no Board Member shall continue in the capacity of an officer (1) if he or she is no longer an elected official of the Member agency whom he or she represents, or (2) after the Member agency has delivered notice of resignation or removal under CWAC 2.05.070.

Appointment of an officer or agent shall not of itself create contract rights in the individual or in the member or other entity concerned. [Res. 2022-13 § 1; Res. 2009-19 § 7; Res. 2009-05 § 2 (5.02)].

2.05.120 Resignation.

Any officer may resign at any time by delivering written notice to the Chair, the Secretary or the Board, or by giving oral notice at any meeting of the Board. Any such resignation shall take effect at any subsequent time specified therein or if the time is not specified, upon delivery thereof and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. [Res. 2022-13 § 1; Res. 2009-05 § 2 (5.03)].

2.05.130 Removal.

Any officer appointed by the board may be removed by the board upon 30 days’ written notice, with or without cause. [Res. 2009-19 § 7; Res. 2009-05 § 2 (5.04)].

2.05.140 Chair (president).

The Chair of the Board shall preside at all meetings of the Board, shall serve on and shall chair the Executive Committee and shall exercise and perform such other powers and duties as may be determined from time to time by resolution of the Board. In the absence of the Chair, or if there be none, the Vice-Chair shall preside at all meetings of the Board. The Chair shall sign deeds, leases, bonds, contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or the Chief Executive Officer of Cascade or shall be required by law to be otherwise signed or executed. In general, the Chair shall perform all duties incident to the office of Chair and such other duties as may be prescribed by resolution of the Board. [Res. 2022-13 § 1; Res. 2012-07 § 6; Res. 2009-05 § 2 (5.05)].

2.05.150 Vice-chair.

The Vice-Chair shall serve on the executive committee and shall perform the duties of the chair in the absence or incapacity of the Chair. When so acting, the Vice-Chair shall have all the powers of and be subject to all the restrictions upon such officers and shall perform such other duties as from time to time may be assigned by resolution of the Board. [Res. 2022-13 § 1; Res. 2009-05 § 2 (5.06)].

2.05.160 Secretary.

The Secretary shall serve on the executive committee and shall keep or cause to be kept the minutes of the proceedings of the Board and the executive committee, shall give notices or cause notice to be given in accordance with the provisions of these bylaws and as required by law, shall be custodian of the corporate records of Cascade, shall have charge and custody of and be responsible for overseeing maintenance of correct and complete nonfinancial books and records of Cascade. The Secretary shall perform such other duties as from time to time may be assigned by resolution of the Board. [Res. 2022-13 § 1; Res. 2009-05 § 2 (5.07)].

2.05.170 Treasurer.

The Treasurer shall serve on the executive committee and shall serve as chair of the Finance and Management Committee, unless the Board determines that rare exceptional circumstances exist such that another Board Member or Alternate must serve as committee chair. The Treasurer shall be responsible for overseeing maintenance of all financial records of Cascade, the development of the annual budget, assuring the appropriate handling of all revenues and expenditures, and assist the Board in preparation of the annual budget. The Treasurer shall oversee maintenance of complete books and records of account for all funds and securities of Cascade, the transfer of receipts for money due and payable to Cascade from any source whatsoever, and the deposit of all such money in the name of Cascade from any source whatsoever in the banks, trust companies or other depositories as shall be selected in accordance with law. The Treasurer may sign with the chair, deeds, leases, bonds, contracts, or other instruments that shall have been authorized by resolution of the Board and, in general, shall perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to the Treasurer by resolution of the Board. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board shall determine. [Res. 2022-13 § 1; Res. 2018-06 § 1; Res. 2009-19 § 7; Res. 2009-05 § 2 (5.08)].

2.05.180 Delegation.

In the case of absence or inability to act of any officer or of any person herein authorized to act in his/her place, the Board may, from time to time, delegate the powers or duties of such officer to any other officer or any Board Member or other person whom it may select. The Chair may delegate duties or powers in addition to those listed herein to officers of Cascade as necessary or appropriate to the conduct of the affairs of Cascade. [Res. 2022-13 § 1; Res. 2009-05 § 2 (5.09)].

2.05.190 Vacancies.

Vacancies in any office arising from any cause may be filled by the Board at any annual, regular or special meeting of the Board subject to the notice provisions set forth in CWAC 2.05.210 through 2.05.240. [Res. 2022-13 § 1; Res. 2009-05 § 2 (5.10)].

2.05.200 Indemnification.

Cascade shall indemnify officers and Board Members (and Alternates) as set forth in the Agreement. [Res. 2012-07 § 7; Res. 2009-05 § 2 (5.11)].

Cross-reference: CWAC 2.20.010.

Article IV. Meetings of the Board

2.05.210 Annual meetings.

The annual meeting shall be held in February of each year, at such time and place as may be determined by the board for the transaction of such business as may come before the meeting. [Res. 2009-05 § 2 (6.01)].

2.05.220 Regular meetings.

Regular meetings of the Board shall be held pursuant to a schedule and at locations established by resolution of the Board, which shall be held at least quarterly. All such regular meetings will be conducted in conformance with the laws of the state of Washington governing such meetings.

The Chair of the Board may cancel any meeting and shall attempt to provide 24 hours’ notice of cancellation; if 24 hours’ notice is not feasible, then the Chair will provide notice to the Members by electronic or telephonic means and by posting a notice of cancellation on Cascade’s website and at the regular meeting location, with all means of notice provided as soon as practicable. [Res. 2012-07 § 8; Res. 2012-02 § 1; Res. 2009-05 § 2 (6.02)].

Cross-reference: See CWAC 2.10.010 through 2.10.030.

2.05.230 Special meeting – Waiver of notice – Exception.

Special meetings of the Board may be called by the Chair with notice as required by the Open Public Meetings Act, Chapter 42.30 RCW. [Res. 2012-07 § 9; Res. 2010-10 § 1; Res. 2009-19 § 7; Res. 2009-05 § 2 (6.03)].

2.05.240 Notice of agenda for annual and regular meeting.

Notice requirements for annual and regular meetings are met through the setting of a schedule and locations under CWAC 2.05.210 and 2.05.220. [Res. 2009-05 § 2 (6.04)].

Cross-reference: CWAC 2.10.010.

2.05.250 Addenda to the agenda at annual, regular or special meetings.

Addenda to the agenda of an annual, regular or special meeting may be permitted at the commencement of or during such meeting, except that final disposition shall not be taken on addenda to the agenda of a special meeting unless notice as required by applicable law has been given. [Res. 2009-05 § 2 (6.05)].

2.05.260 Minutes.

The minutes of all annual, regular and special meetings of the board shall be kept or caused to be kept by staff of Cascade. Such minutes, following approval, shall be open to public inspection in accordance with applicable law. [Res. 2009-05 § 2 (6.06)].

2.05.270 Public meetings.

Annual, regular and special meetings of the board as required by applicable law shall be open to the public, except for executive sessions which may be held as permitted by applicable law. Board members (or alternates) may appear at any meeting remotely via a telephone or other electronic means that permit communications with all other persons at the meeting. [Res. 2021-06 § 1; Res. 2009-05 § 2 (6.07)].

2.05.280 Executive sessions.

During any annual, regular or special meeting of the board, the board may hold an executive session to discuss matters as permitted in applicable laws of the state of Washington. Minutes need not be kept during executive sessions. [Res. 2009-05 § 2 (6.08)].

2.05.290 Appearance before the Board.

Public testimony on agenda items, or on other relevant items upon which any person may wish to call to the attention of the Board, may be taken by the Board. Public testimony is any statement made or information provided by any person other than the Board Members or Alternates serving for a Board Member at the meeting. All persons providing public testimony are encouraged to provide their name, city of residence and who they represent.

Public comments shall generally be taken during the meeting agenda designated for Public Comment.

During the meeting, the Chair may call upon individuals, including but not limited to Alternates not serving for a Board Member at the meeting, Observers, Member staff, and invited speakers, to provide testimony.

The Chair shall have the discretion to limit the time and order of appearances as deemed desirable for a fair presentation of views consistent with the other business before the Board. [Res. 2022-13 § 1; Res. 2009-05 § 2 (6.09)].

2.05.300 Quorum.

A majority (representing members both by number and by demand shares) of board members (or alternates) shall constitute a quorum for the transaction of any business at any meeting of the board. [Res. 2009-05 § 2 (6.10)].

2.05.310 Manner of acting – Rules of procedure.

When a vote is taken, the affirmative Dual Majority Vote is the act of the Board unless the question is one upon which a different vote is required by express provision of law, the Agreement or these Bylaws. Meetings shall be conducted in accordance with such generally accepted rules of order as the Chair shall determine. However, the Chair or any Board Member may, at any time, require that a meeting be conducted in accordance with the latest available edition or revision of Robert’s Rules of Order on parliamentary procedure so far as applicable and when not inconsistent with these Bylaws, the Agreement, the articles of incorporation or any resolution of the Board. The Board may act by voice votes called for by the Chair, but any Member may require a recorded tabulation of votes (i.e., a recorded Dual Majority Vote or 65% Dual Majority Vote, as applicable) by making a request either immediately before the vote is taken or immediately after a voice vote has been taken. A Board Member (or Alternate) may vote on all matters that come for a vote before the Board unless that individual has a direct personal or pecuniary interest. [Res. 2012-07 § 10; Res. 2009-19 § 7; Res. 2009-05 § 2 (6.11)].

Article V. Committees of the Board

2.05.320 Executive committee.

The Chair, Vice-Chair, Secretary, and Treasurer shall constitute the Executive Committee of Cascade. The Executive Committee shall be responsible for oversight of emergencies and emerging issues, personnel matters, and other issues as assigned by the Board; however the Executive Committee may not act on behalf of the Board except as authorized by this section or by action of the Board. In emergencies involving public health or safety or the protection of the assets and responsibilities of Cascade, the Executive Committee may take such actions as it deems necessary with prompt notice thereof given to the Board as long as such action is not inconsistent with these Bylaws, and the Agreement. [Res. 2012-07 § 11; Res. 2010-20 § 1; Res. 2009-05 § 2 (7.01)].

2.05.330 Standing committees.

The Board may create standing committees as it deems appropriate. Following solicitation of self-nominations, the Board shall approve a slate of Chairpersons and Members of such standing committees from the Board Membership and Alternates. If appointed, Alternates may serve on Standing or Special Committees, including in committee discussion and the committee recommendations.

To encourage full participation by all Member Agencies, Chairpersons should be Board Members, unless rare exceptional circumstances exist as determined by the Board. To encourage a discussion of the broad range of interests among Member Agencies, the Board shall strive to appoint standing committee Members in a manner that reflects the broad range of view points and perspectives among Member Agencies.

No committee shall have the authority to take any action inconsistent with these Bylaws, or the Agreement.

Because the standing committees do not act on behalf of the Cascade Board, and do not conduct public hearing or take public testimony or public comment, committees are not governing bodies under the Open Public Meetings Act. However, the Board desires that the standing committees shall follow the Open Public Meetings Act for public notice under CWAC 2.05.340 and to encourage participation. Meetings may be held without a quorum and committee recommendations to the Board will note if a quorum was not present.

The Standing Committees shall be as follows:

A. Finance and Management Committee. The finance and management committee shall be responsible for the ongoing oversight of the administrative, business systems, and other management and financial affairs of Cascade and consider and make recommendations to the Board on matters relating to the oversight of the financial affairs of Cascade including to ensure an outside audit is conducted annually.

B. Resource Management Committee. The resource management committee shall consider and make recommendations to the Board on matters relating to planning and development of water supply resources, operations and maintenance, water quality, and water conservation.

C. Public Affairs. The public affairs committee shall consider and make recommendations to the Board on matters relating to general outreach, public information and communication programs, community outreach and relationships, public relations, intergovernmental affairs, state and federal affairs, and Membership. [Res. 2022-13 § 1; Res. 2018-06 § 2; Res. 2012-07 § 12; Res. 2010-20 § 2; Res. 2009-05 § 2 (7.02)].

2.05.340 Meetings of standing committees.

Because the standing committees do not act on behalf of the Cascade Board, do not conduct public hearing or take public testimony or public comment, committees are not governing bodies under the Open Public Meetings Act.

The Board desires that the standing committees of the Board shall follow the Open Public Meetings Act for public notice and shall be held at such times and places as may be fixed by each standing committee or its chair. The Board, by resolution, may establish the schedule and location for the meetings of the standing committees. [Res. 2022-13 § 1; Res. 2009-05 § 2 (7.03)].

2.05.350 Recommendations of standing committees.

Recommendations of the standing committees shall be by a simple majority of the committee members present at the meeting. Committee recommendation to the Board will note if a quorum was not present. [Res. 2022-13 § 1; Res. 2009-05 § 2 (7.04)].

2.05.351 Appearance before a committee.

The committee chair has the discretion to allow non-committee members to participate in discussion, including but not limited to non-committee member Alternates, Observers, Member staff, or invited experts. Non-committee members shall not participate in recommendations.

Prior to speaking, any person, other than the members of the committee, are encouraged to provide their name, city of residence and who they are representing at the meeting.

The committee shall not conduct public hearing or take public testimony or public comment. [Res. 2022-13 § 1].

2.05.360 Special committees.

Special committees may be established and appointed by the Board and with such powers and duties as the Board may determine. All matters considered by special committees requiring action shall be referred to the Board for action unless express authority is delegated to a committee. [Res. 2022-13 § 1; Res. 2009-05 § 2 (7.05)].

Article VI. Staff and Consultants

2.05.370 Staff and consultants.

The staff of Cascade shall consist of a Chief Executive Officer (“CEO”) and such other positions established by the Board. The Board shall appoint the Chief Executive Officer, who shall not be a Board Member (or Alternate). The Chief Executive Officer shall appoint persons to fill other staff positions, subject to such confirmation by the Board or by the Executive Committee as the Board may require. Only the Board shall be authorized to hire independent auditors. [Res. 2012-07 § 13; Res. 2009-19 § 7; Res. 2009-05 § 2 (Art. VIII)].

Article VII. Execution of Contracts and Other Instruments

2.05.380 Execution of contracts and deeds.

Except as otherwise provided by resolution of the Board, for all contracts, deeds, leases, notes, mortgages, pledges, transfers or other written instruments binding upon Cascade, the following shall apply:

A. Where the anticipated expenditure of Cascade is greater than $50,000, the Board must approve the execution and such documents may be executed by the Chief Executive Officer or his/her designee.

B. Where the anticipated expenditure of Cascade does not exceed $50,000, the Chief Executive Officer or his/her designee may approve and execute the instruments. [Res. 2022-05 § 1; Res. 2012-07 § 14; Res. 2011-01 § 1; Res. 2009-19 § 7; Res. 2009-05 § 2 (9.01)].

Article VIII. Finances

2.05.390 Loans.

No loans to or from Cascade involving amounts greater than $50,000 shall be contracted on behalf of Cascade and no evidence of indebtedness totaling more than $50,000 shall be issued in its name unless authorized by the board. Nothing in this section shall prohibit the chief executive officer from obligating Cascade under a conditional sales agreement or similar instrument so long as the value of the purchase does not exceed $50,000. No loans shall be made by Cascade to any officer, board member (or alternate) or private entity. [Res. 2022-05 § 1; Res. 2009-05 § 2 (10.01)].

2.05.400 Checks, drafts, warrants, orders and evidences of indebtedness.

All checks, drafts, warrants or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of Cascade shall be signed by officers or staff of Cascade and in the manner as shall from time to time be prescribed by resolution of the board. [Res. 2009-05 § 2 (10.02)].

2.05.410 Contributions and disbursements.

All contributions and other funds received by Cascade shall be deposited in a special account or accounts in such banks, trust companies or other depositories as the board may select. All disbursements shall be made under proper authority of the board. All contributions, income to and disbursements of Cascade shall be recorded by the treasurer or treasurer’s designee in appropriate books and records and such records shall be subject to examination at any reasonable time, upon request by any director. [Res. 2009-05 § 2 (10.03)].

2.05.420 Budget management.

A preliminary budget of proposed receipts, operating income and expenditures shall be prepared by the Chief Executive Officer and submitted to the Board for its review at least 180 days prior to the beginning of the fiscal year in which that budget will take effect. A budget shall be submitted to the Board for its approval at least sixty (60) days prior to the beginning of the fiscal year in which that budget will take effect. The budget shall identify the rates and charges upon which revenue is based. When approved by the Board, such budget shall be the authorization for expenditures of Cascade, subject to subsequent changes in such budget made by the Board. [Res. 2012-07 § 15; Res. 2009-05 § 2 (10.04)].

2.05.430 Expenditures for qualifying purposes only.

Subject to applicable law, the funds of Cascade may be expended or distributed only for the purposes of Cascade as described in the Agreement. [Res. 2012-07 § 16; Res. 2009-05 § 2 (10.05)].

Article IX. Miscellaneous

2.05.440 Seal.

Cascade shall not be required to have a corporate seal. If the board adopts a corporate seal, the seal of Cascade shall be in circular form and consist of the name of Cascade, the state and year of incorporation, and the words “Corporate Seal.” [Res. 2009-05 § 2 (Art. XI)].

2.05.450 Books and records.

Cascade shall keep correct and complete books and records of account, minutes of the proceedings of the board and to the extent directed by the board, any committees and such other records as may be necessary or advisable. All books and records shall be subject to disclosure under the public disclosure law, Chapter 42.17 RCW. [Res. 2009-05 § 2 (Art. XII)].

2.05.460 Fiscal year.

The fiscal year of Cascade shall be determined by resolution adopted by the board. In the absence of such resolution, the fiscal year shall be the calendar year. [Res. 2009-05 § 2 (Art. XIII)].

2.05.470 Copies of resolutions.

Any person dealing with Cascade may rely upon a copy of any of the records of the proceedings, resolutions or votes of the board when such copies are certified by the chief executive officer. [Res. 2009-19 § 7; Res. 2009-05 § 2 (Art. XIV)].

2.05.480 Limitation on distribution of funds.

Subject to the applicable law, the funds of Cascade may be distributed only for the purposes of Cascade as described in the Agreement. [Res. 2012-07 § 17; Res. 2009-05 § 2 (Art. XV)].

2.05.490 Amendments to bylaws.

These bylaws may be altered, amended or repealed and new bylaws may be adopted by a dual majority vote; provided, that the amendment has been submitted in writing at a regular meeting of the board. [Res. 2009-05 § 2 (Art. XVI)].