Chapter 2.120


2.120.010    Authority created – Town liability limited.

2.120.020    Powers – Generally.

2.120.030    Limitation of powers.

2.120.040    Charter.

2.120.050    Effect of issuance of charter.

2.120.060    Board of directors – Officers.

2.120.070    Meeting.

2.120.080    Bylaws.

2.120.090    Funds of the authority.

2.120.100    Discrimination prohibited.

2.120.110    Dissolution.

2.120.120    Insurance.

2.120.130    Annual and interim reports.

2.120.140    Access to records.

2.120.150    Bonds and notes.

2.120.160    Public corporation.

2.120.170    Ancillary authority.

2.120.180    Liberal construction.

2.120.010 Authority created – Town liability limited.

(1) Authority Created. The council hereby authorizes the creation of a public corporation pursuant to RCW 35.21.730(5). The public corporation shall have all of the powers set forth in this chapter, RCW 35.21.730 through 35.21.755, and its charter necessary to facilitate the acquisition, ownership, redevelopment, improvement, management and maintenance of property located within the town, including but not limited to the property, as well as other redevelopment projects as the council deems necessary from time to time and to perform any other function specified in this chapter or its charter.

(2) Name. The name of the public corporation shall be the “Twisp public development authority” (hereinafter the “authority”).

(3) Seal. The corporate seal of the authority shall carry the name of the authority.

(4) Town Liability Limited. The authority is an independent legal entity exclusively responsible for its own debts, obligations and liabilities. Except as specifically agreed in writing by the town, the authority shall take no action that might impose liability upon the town. All liabilities incurred by the authority shall be satisfied exclusively from the assets, credit, and properties of the authority, and no creditor or other person shall have any right of action against or recourse to the town, its assets, credit, or services, on account of any debts, obligations, liabilities or acts or omissions of the authority.

The charter of the authority shall provide that the authority is organized pursuant to this chapter and RCW 35.21.730 through 35.21.755, and state as follows: “All liabilities incurred by the Authority shall be satisfied exclusively from the assets and properties of the Authority and no creditor or other person shall have any right of action against the Town of Twisp, Washington on account of any debts, obligations or liabilities of the Authority.” Such statement shall be displayed in a prominent location in the principal office or other offices of the authority. It shall also be printed or stamped on all contracts, bonds, and other documents that may entail any debt or liability by the authority. (Ord. 597 § 1, 2008)

2.120.020 Powers – Generally.

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

(1) Own, lease, acquire, dispose of, exchange and sell real and personal property;

(2) Contract for any authority purpose with individuals, associations and corporations, municipal corporations, any agency of the state government or its political subdivisions, and the state, any Indian tribe, and the United States or any agency or department thereof;

(3) Sue and be sued in its name;

(4) Lend its funds, property, credit or services, borrow money, or act as a surety or guarantor for corporate purposes;

(5) Do anything a natural person may do;

(6) Perform and undertake all manner and type of community services and activities in furtherance of the carrying out of the purposes or objectives of any program or project heretofore or hereafter funded in whole or in part with funds received from the United States or any agency or department thereof, or any other program or project, whether or not funded with federal funds, which the authority is authorized to undertake by federal or Washington State law, town ordinance, town resolution, by agreement with the town, or as may otherwise be authorized by the town;

(7) Provide and implement such municipal services and functions as the council may by ordinance or resolution direct;

(8) Transfer any funds, real or personal property, property interests, or services, with or without consideration;

(9) Receive and administer federal or private funds, goods, or services for any lawful public purpose;

(10) Purchase, acquire, 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;

(11) Issue negotiable bonds and notes in conformity with applicable provisions of the Uniform Commercial Code and Washington State law in such principal amounts, as in the discretion of the authority, 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 the authority, and no creditor or other person shall have any recourse to the assets, credit or services of the town thereby, unless the council shall by resolution expressly guarantee such bonds or notes;

(12) 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;

(13) 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;

(14) Recommend to appropriate governmental authorities public improvements and expenditures for areas located within the town;

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

(16) 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;

(17) Recommend to the United States, a state, and any political subdivision or agency of either such tax, financing, and security measures as the authority may deem appropriate to maximize the public interest in the town;

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

(19) Control the use and disposition of corporate property, assets, and credit;

(20) Invest and reinvest its funds;

(21) Fix and collect charges for services rendered or to be rendered, and establish the consideration for property transferred;

(22) Sponsor, lease, manage, construct, own, or otherwise participate in housing projects, where such activity furthers the purpose for which the authority is chartered;

(23) Maintain books and records as appropriate for the conduct of its affairs;

(24) 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; designate agents and engage employees, prescribing their duties, qualifications, and compensation; and secure the services of consultants for professional services, technical assistance, or advice;

(25) 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 authority – 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 authority is chartered; and

(26) Exercise and enjoy such powers as may be authorized by law. (Ord. 597 § 2, 2008)

2.120.030 Limitation of powers.

The activities and transactions of the authority shall be limited in the following respects:

(1) The authority shall have no power of eminent domain nor any power to levy taxes or special assessments.

(2) The authority 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 town.

(3) No funds, assets, or property of the authority 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 the authority 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 council; provided, however, that funds may be used for representatives of the authority to communicate with members of Congress, state legislators or town council members concerning funding and other matters directly affecting the authority, so long as such activities do not constitute a substantial part of the authority’s and unless such activities are specifically limited in its charter.

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

(a) Reimburse board members, employees and others performing services for the authority reasonable expenses actually incurred in performing their duties, and compensate employees and others performing services for the authority a reasonable amount for services rendered;

(b) Assist board members or employees 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 board members or employees by reason of his or her status or position in the authority;

(c) Defend and indemnify any current or former board member or employee and their successors against all costs, expenses, judgements, 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 board member or employee, or by reason of any action alleged to have been taken or omitted by him or her in such position; provided, that he or she was acting in good faith on behalf of the authority and within the scope of duties imposed or authorized by law. This power of indemnification shall not be exclusive of other rights to which board members or employees may be entitled as a matter of law;

(d) Purchase insurance to protect and hold personally harmless any of its board members, 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 authority and to hold these individuals harmless from any expenses connected with the defense, settlement, or monetary judgements 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

(e) 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 authority’s transactions or activities and is applied to or expended upon services, projects, and activities as aforesaid.

(5) The authority 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. 597 § 3, 2008)

2.120.040 Charter.

The charter of the authority (the “charter”) is hereby approved in the form set forth at Exhibit A of the ordinance codified in this chapter. The charter shall be issued in duplicate originals, each signed by the town mayor and bearing the town seal attested by the town clerk-treasurer. One original shall be filed with the town clerk-treasurer and filed as a public record. A duplicate original shall be provided to the authority.

The charter may be amended either by the mayor with approval from town council to comply with changes in Washington State law or to make the charter consistent with the provisions of this chapter as it may be amended by the council from time to time. Charter amendments proposed by the mayor for such purposes shall not require subsequent approval of the board of directors of the authority. The charter may also be amended by resolution of the board of directors of the authority subject to approval by the town council. Any charter amendment adopted by resolution of the board of directors must be consistent with the terms of this chapter. After adoption of a charter amendment, the revised charter shall be issued and filed in the same manner as the original charter. (Ord. 597 § 4, 2008)

2.120.050 Effect of issuance of charter.

The authority shall commence its existence effective upon issuance of its charter and appointment and confirmation of the initial board of directors as provided in the charter. Except as against the state or the town in a proceeding to cancel or revoke the charter, delivery of a duplicate original charter shall conclusively establish that the authority has been established in compliance with the procedures of this chapter. (Ord. 597 § 5, 2008)

2.120.060 Board of directors – Officers.

A board consisting of seven members (the “board”) is hereby established to govern the affairs of the authority. The board members shall be appointed and serve their terms as provided in the charter. All corporate powers of the authority shall be exercised by or under the authority of the board; and the business, property and affairs of the authority shall be managed under the supervision of the board, except as may be otherwise provided by law or in the charter.

The board shall have two or more officers as provided in the charter. The officers shall manage the daily affairs and operations of the authority. The same person shall not serve as both the chairperson of the authority and the officer responsible for the custody of funds and maintenance of accounts and finances. Any officer responsible for accounts and finances shall file with the authority a fidelity bond in an amount determined by the authority to be adequate and appropriate and may hold the office only as long as such a bond continues in effect. The chairperson shall be the agent of the authority for service of process. The authority may, by resolution, designate other agents to receive or initiate process. (Ord. 597 § 6, 2008)

2.120.070 Meeting.

Within 30 days after issuance of the charter and appointment and confirmation of the initial board, the town mayor or his designee shall call an organizational meeting of the initial board, giving at least 10 days’ advance written notice to each, unless waived in writing. At such meeting, the board shall organize itself, appoint officers, select its place of business, and adopt a code of ethics policy. All board meetings, including executive, all other permanent and ad hoc committee meetings, shall be open to the public to the extent required by Chapter 42.30 RCW. (Ord. 597 § 7, 2008)

2.120.080 Bylaws.

The initial bylaws (the “bylaws”) of the authority are hereby approved in the form set forth at Exhibit B of the ordinance codified in this chapter. The power to alter, amend, or repeal the bylaws or adopt new ones shall be vested in the board except as otherwise provided in the charter. 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. 597 § 8, 2008)

2.120.090 Funds of the authority.

All money belonging to or collected for the use of the authority coming into the hands of any officer thereof shall immediately be deposited with the treasurer or other legal depository to the credit of the authority for the benefit of the funds to which they belong. The use of funds of the authority for any purpose not authorized by law by any officer having possession or control thereof is prohibited. (Ord. 597 § 9, 2008)

2.120.100 Discrimination prohibited.

Membership to the board shall not be directly or indirectly based upon or limited by age, race, color, religion, sex, national origin, or the presence of any physical handicap. Furthermore, the authority shall not discriminate in any matter related to employment because of age, race, color, sex, national original, or the presence of any physical handicap. The authority shall, in all solicitation or advertisements for employees placed by or on behalf of the authority, if any, 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. 597 § 10, 2008)

2.120.110 Dissolution.

(1) The authority may be dissolved for any reason by an affirmative finding of the council that dissolution is warranted. The council shall make such affirmative finding in a resolution at or after the council holds a public hearing, held with notice to the authority and its board. 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 and liabilities.

(2) Upon enactment of a resolution by the council for dissolution of the authority, the authority shall file a dissolution statement signed by its chairperson setting forth:

(a) The name and principal office of the authority;

(b) The debts, obligations and liabilities of the authority, 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 the dissolution.

The town mayor shall review the dissolution 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 town shall indicate such dissolution by inscription of “charter cancelled” on the original charter of the authority, on file with the town clerk-treasurer and, when available, on the duplicate original of the authority, and the existence of the authority shall cease. The town shall give notice thereof pursuant to Washington State law and to other persons requested by the authority in its dissolution statement.

(3) 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 town unless the town or trustee or court has provided for the transfer of any authority rights, assets or property to a qualified entity or entities to fulfill the purposes for which the authority was chartered. (Ord. 597 § 11, 2008)

2.120.120 Insurance.

The authority 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 authority, naming the town as an additional insured. (Ord. 597 § 12, 2008)

2.120.130 Annual and interim reports.

Quarterly unaudited reports will be provided to the town council. Within four months after the end of the authority’s fiscal year, the authority shall file an annual report with the town clerk-treasurer, the town council and the town mayor’s designee containing a statement of assets and liabilities, income and expenditures and changes in the authority’s financial position during the previous year; a summary of significant accomplishments; a list of depositories 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 officers of the board; and a list of individuals that are bonded pursuant to TMC 2.120.060. The authority shall commission a biannual audit of its financial reports and related records to be conducted by the Washington State Auditor’s Office unless grant receipts require an annual audit be performed. For the years for which an audit is conducted, the audited statement shall be provided to the town as soon as it is available from the Auditor’s Office. (Ord. 617 § 1, 2010; Ord. 597 § 13, 2008)

2.120.140 Access to records.

The authority 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. Any person shall have access to records and information of the authority to the extent required by Washington State law. (Ord. 597 § 14, 2008)

2.120.150 Bonds and notes.

Bonds and notes issued by the authority may be secured by the full faith and credit of the authority or may be made payable solely out of certain revenues and receipts as may be designated in the proceedings under which the issuance of the bonds or notes are authorized. All bonds or notes issued shall carry in a prominent place thereon the statement set forth in TMC 2.120.010(4). All bonds and notes or liabilities occurring thereunder shall be satisfied exclusively from the assets or credit of the authority, and no creditor or other person shall have any recourse to the assets, credit, or services of the town thereby, unless the town shall expressly, in writing, guarantee such bonds or notes.

Bonds and notes of the authority may be sold at such price or prices, at public or private sale, in such manner and from time to time as may be determined by the authority, provided no bonds may be sold at private sale without prior town approval. Bonds and notes may be payable at such place or places whether within or without the state, may bear interest at such rate or rates, may be in such form and denominations and of such tenor and maturities, may be in bearer form or in registered form as to principal and interest or as to principal alone, reserve such rights to redeem at such price or prices and after such notice or notices and on such terms and conditions, all as the authority may determine and provide in the proceedings under which such bonds and notes shall be issued.

The authority may at the time of the issuance of such bonds and notes make such covenants with the purchasers and holders of said bonds and notes as it may deem necessary to secure and guarantee the payment of the principal thereof and the interest thereon, including but not limited to: covenants to set aside adequate reserves to guarantee payment of principal and interest; to appoint a trustee or trustees to safeguard the expenditure of the proceeds of sale of such bonds and notes and to take possession and use or operate and manage corporate assets securing the bonds and notes in event of default or insolvency or the authority, with such powers as may be contained in any covenants relating to the bonds and notes; and to limit the amount, time, and conditions under which additional bonds and notes may be issued or debts incurred.

The authority may pay expenses, premiums and commissions which it may deem necessary in connection with the issuance and sale of its bonds and notes and take such other actions or make such commitments as are necessary or convenient in the issuance and servicing of such bonds and notes and as are consistent with this chapter although not enumerated herein. (Ord. 597 § 15, 2008)

2.120.160 Public corporation.

The authority is a public corporation created pursuant to RCW 35.21.730 through 35.21.755 as a separate legal entity from the town. (Ord. 597 § 16, 2008)

2.120.170 Ancillary authority.

The town mayor or the town mayor’s designee is granted all such power and authority as 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 charter. (Ord. 597 § 17, 2008)

2.120.180 Liberal 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. 597 § 18, 2008)