Chapter 1.62
BUSINESS DEVELOPMENT AUTHORITY

Sections:

1.62.040    Authority created – City liability limited.

1.62.060    Name.

1.62.080    Definitions.

1.62.100    Powers – Generally.

1.62.120    Charter.

1.62.140    Effect of issuance of charter.

1.62.160    Board of directors.

1.62.180    Organizational meeting.

1.62.200    Bylaws.

1.62.220    Quorum.

1.62.240    Dissolution.

1.62.260    Insurance.

1.62.280    Ancillary authority.

1.62.300    Construction.

1.62.320    Effective date.

1.62.040 Authority created – City liability limited.

A.    Authority Created. As authorized under RCW 35.21.730 through 35.21.755, a public authority is hereby created, with powers and limitations as set forth in its charter and this chapter, to undertake, assist with and otherwise facilitate, promote, or provide for small business development and to perform any other function specified in this chapter and the charter of the authority.

B.    City Liability Limited. The authority is an independent legal entity exclusively responsible for its own debts, obligations and liabilities. All liabilities incurred by the authority shall be satisfied exclusively from the assets and credit of the authority; no creditor or other person shall have any recourse to the assets, credit, or services of the city on account of any debts, obligations, liabilities, acts, or omissions of the authority. [Ord. 3895 § 1, 1993.]

1.62.060 Name.

The name of the public authority shall be the Ellensburg business development authority. [Ord. 3895 § 2, 1993.]

1.62.080 Definitions.

As used herein, the term:

A.    “Board of directors” or “board” means the governing body vested with the management of the affairs of the public authority.

B.    “Bylaws” means the rules adopted for the regulation or management of the affairs of the public authority adopted by this chapter and all subsequent amendments thereto.

C.    “Charter” means the articles of organization of the public authority adopted by this chapter and all subsequent amendments thereto.

D.    “City” means the city of Ellensburg.

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

F.    “City council” means the city council of the city of Ellensburg, Washington.

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

H.    “Mayor” means the mayor of the city of Ellensburg.

I.    “Public authority” or “authority” means the authority created under this chapter.

J.    “Resolution” means an action of the board with the quorum required in ECC 1.62.220.

K.    “State” (when used as a noun) shall mean the state of Washington. [Ord. 3895 § 3, 1993.]

1.62.100 Powers – Generally.

Except as limited by the State Constitution, state statute, this chapter, or the charter of the public authority, the public authority shall have and may exercise all lawful powers necessary or convenient to effect the purposes for which the public authority is organized and to perform authorized corporate functions, as provided in its charter. [Ord. 3895 § 4, 1993.]

1.62.120 Charter.*

The charter of the authority (the “charter”), Exhibit A of the ordinance codified in this chapter, is hereby approved. The charter shall be issued in duplicate originals, each bearing the city seal attested by the city clerk. One original shall be filed with the city clerk; a duplicate original shall be provided to the authority. The charter shall be amended only by city ordinance adopted by a two-thirds majority of the city council at or after a public hearing held with notice to the public authority and authority directors and affording them a reasonable opportunity to be heard and present testimony. [Ord. 3895 § 5, 1993.]

*Code reviser’s note: The Ellensburg business development authority charter was amended by Ord. 4203 § 1, 1999, Ord. 4623 § 1, 2012, and Ord. 4778 § 1, 2017.

1.62.140 Effect of issuance of charter.

The public authority shall commence its existence effective upon issuance of its charter. Except as against the state or the city in a proceeding to cancel or revoke the charter, delivery of a duplicate original charter shall conclusively establish that the public authority has been established in compliance with the procedures of this chapter. [Ord. 3895 § 6, 1993.]

1.62.160 Board of directors.

A board of directors (“the board of directors”) is hereby established to govern the affairs of the public authority. The initial board shall be composed of seven members. The board may be increased to nine members by board resolution as provided in the charter. The directors shall be appointed and serve their terms as provided in the charter. All corporate powers of the public authority shall be exercised by or under the authority of the board of directors; and the business, property and affairs of the authority shall be managed under the supervision of the board of directors, except as may be otherwise provided by law or in the charter. [Ord. 3895 § 7, 1993.]

1.62.180 Organizational meeting.

Within 10 days after issuance of the charter, the mayor or his or her designee shall call an organizational meeting of the initial board of directors, giving at least three days’ advance written notice to each, unless waived in writing. At such meeting, the board shall organize itself, may appoint officers, and select the place of business. [Ord. 3895 § 8, 1993.]

1.62.200 Bylaws.

The initial bylaws (the “bylaws”) of the public authority, Exhibit B of the ordinance codified in this chapter, are hereby approved. The power to alter, amend or repeal the bylaws or adopt new ones shall be vested in the board. The bylaws shall be consistent with the charter. In the event of a conflict between the bylaws and this chapter or the charter, this chapter or the charter, as the case may be, shall control. [Ord. 3895 § 9, 1993.]

1.62.220 Quorum.

At all meetings of the board of directors, a majority of the board of directors then in office shall constitute a quorum. [Ord. 3895 § 10, 1993.]

1.62.240 Dissolution.

A.    If the city council makes an affirmative finding that dissolution is warranted for any reason, the existence of the public authority may be terminated by ordinance adopted by a two-thirds majority of the council at or after a public hearing, held with notice to the public authority and authority directors and affording them a reasonable opportunity to be heard and present testimony. Dissolution shall be accomplished as provided in the charter, and shall not take effect until proper provision has been made for disposition of all authority assets.

B.    Upon satisfactory completion of dissolution proceedings, the city clerk shall indicate such dissolution by inscription of “charter canceled” on the original charter of the public authority on file with the city and, when available, on the duplicate original of the public authority, and the existence of the public authority shall cease. The city clerk shall give notice thereof pursuant to state law and to other persons requested by the public authority in its dissolution statement.

C.    Upon dissolution of the authority or the winding up of its affairs, title to all remaining assets or property of the authority shall vest in the city unless the city council or trustee or court has provided for the transfer of any authority rights, assets or property to a qualified entity or entities which will fulfill the purposes for which the authority was chartered. [Ord. 3895 § 11, 1993.]

1.62.260 Insurance.

The city manager is authorized to satisfy the insurance requirements of the authority charter under insurance coverages purchased by the city. [Ord. 3895 § 12, 1993.]

1.62.280 Ancillary authority.

The city manager is granted all such power and authority as is reasonably necessary or convenient to enable him or her to administer this chapter efficiently and to perform the duties imposed in this chapter or the authority charter. [Ord. 3895 § 13, 1993.]

1.62.300 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. 3895 § 14, 1993.]

1.62.320 Effective date.

This chapter shall take effect and be in force December 15, 1993. [Ord. 3895 § 15, 1993.]