Chapter 2.68 PUBLIC CORPORATIONS

The city authorizes the establishment and chartering of one or more public corporations, commissions and/or authorities (hereinafter “public corporation”), each as an independent legal entity, to: improve government efficiency and service and general living conditions within the city; administer and execute federal grants and programs, receive and administer federal funds; perform all manner and types of community services; provide and implement such municipal services and functions as the city council may direct; and allow a character of community participation in appropriate municipal projects and activities that are, in practical effect, restricted by the organization structure of city government, all as authorized by RCW 35.21.725 through 35.21.755, as now enacted or hereafter amended. (Ord. 878 51, 1989)

2.68.020 Definitions.

As used in this chapter, unless the context indicates otherwise, the following definitions shall apply:

“Bond” 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.

“Board of directors” means the group of persons vested with the management of the affairs of the public corporation.

“Charter” means the articles of organization of the public corporation.

“City” means the city of Wapato and/or the legislative body of the city of Wapato.

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

“Constituency” means the class of person entitled to participate (whether in a voting or advisory capacity) in the internal processes of the public corporation, in accordance with its charter and/or its rules and regulations. “Director” means a member of the board of directors. “Insolvent” means the inability of the public corporation to pay its debts as they become due in the course of its affairs.

“Officer” means an officer of the public corporation holding a position created by its charter, but excludes members of the board of directors who do not hold a separate office created by the charter.

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

“Resolution” means an action of the board of directors taken in accordance with the requirements of this chapter. “Rules and regulations” means the code or codes of rules adopted for the regulation of management of the affairs of the public corporation pursuant to the terms of this chapter. (Ord. 878 §3, 1989)

2.68.030 Liability limitation.

All liability incurred by a public corporation chartered pursuant to this chapter shall be satisfied exclusively from the assets and credits of such public corporation and no creditor or other person shall have any right of action against the city, on account of any debts, obligations or liabilities of such public corporation. (Ord. 878 §2, 1989)

2.68.040 Duration of corporation.

A. The charter of the public corporation shall establish the term of its existence. The charter may provide that:

1. The public corporation shall have perpetual existence;

2. The public corporation shall exist for a stated period of years, until a fixed expiration date; or

3. The public corporation shall cease to exist upon the occurrence of certain events, or upon an expiration date measured from such events.

B. The charter may combine any term or condition set forth in subsection A(1) with a condition set forth in A(3).

C. Should the charter fail to set forth the term of the public corporation’s existence, its existence shall expire five years after the date of issuance of its charter. (Ord. 878 54, 1989)

2.68.050 Powers--Designated.

Except as otherwise limited by the State Constitution, RCW 35.21.725 through RCW 35.21.755 as now enacted or hereafter amended, by this chapter or by the charter of the public corporation, such public corporation shall have the power to:

A. Own and sell real and personal property, including the power to lease, exchange, mortgage, encumber, improve or grant a security interest in such real estate or personal property;

B. Contract and enter into partnership with individuals, association and corporations, the city, the state of Washington and the United States;

C. Accept transfers, gifts, loans of funds or property from the United States, the state of Washington, the city and from corporations, associations, individuals or any other source and to comply with the terms and conditions of such gifts or transfer;

D. Sue and be sued;

E. Lend, borrow, invest, reinvest, its funds;

F. Do anything a natural person might do;

G. Perform all manner and types of community services and activities utilizing federal or private funds;

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

I. Provide advisory services to the city council in all areas in which the public corporation by its charter has a public responsibility;

J. Transfer, with or without consideration, any funds, real or personal property, property interests or services received from the federal government, private sources, or, if otherwise legal, from the city;

K. Issue negotiable bonds and notes in conformity with this chapter in such principal amounts, as in the discretion of the public corporation, shall be necessary or appropriate to provide sufficient funds for achieving its corporate purposes;

L. Maintain books and records as appropriate;

M. Conduct its corporate affairs, carry on its operations, and use its property as allowed by law and consistent with this chapter, its charter and its rules and regulations;

N. To have and to exercise all powers necessary or convenient to effect the purposes for which the public corporation is organized and to perform authorized corporate functions;

0. To cease its activities and operations, and surrender its charter for dissolution proceedings pursuant to the terms of this chapter. (Ord. 878 §5, 1989)

2.68.060 Powers--Limitation.

A. A public corporation organized under this chapter shall have no power of eminent domain, or any power to levy taxes or special assessments except as permitted by statute under Washington state law.

B. No public corporation may incur or create any liability that permits recourse by any contracting party or member of the public to or upon any assets, services or credit of the city.

C. The activities of the public corporation concerning partisan political activities and the election or defeat of any candidate for public office or ballot measures shall be governed by the requirements of RCW Chapter 42.17, as now enacted or hereafter amended.

D. All funds, assets or credit of the public corporation shall be applied toward or expended upon municipal and community service projects and activities as authorized and limited by the public corporation’s charter and this chapter.

E. Whenever the laws of the state, the United States or city ordinance require a license or permit to undertake certain activities or perform an act, the public corporation, prior to undertaking the activity or performance of the act, shall comply fully with such requirements, to the same extent as any other agency, commission or board of the city. (Ord. 878 §6, 1989)

2.68.070 Charter--Required.

No public corporation shall exercise the powers conferred by RCW 35.21.725 through 35.21.755 and this chapter, without first being issued a charter in accordance with the provisions of this chapter. (Ord. 878 §7, 1989)

2.68.080 Charter--Application.

A. To create a public corporation under this chapter, any person or group of persons shall apply in duplicate to the city clerk of the issuance of a charter.

B. The application shall set forth:

1. The proposed name of the public corporation;

2. The proposed duration;

3. The precise purposes or function to be performed;

4. The form of the proposed charter;

5. The proposed initial rules and regulations;

6. The names and addresses of person nominated as initial members of the board of directors and officers of the public corporation;

7. The funds and assets necessary to undertake the activities or functions contemplated within the coming year and the anticipated sources of such funds and assets;

8. Any other supportive data the applicant deems appropriate and necessary to evaluate their application.

C. The applicants may amend, correct or supplement the application during the review and processing thereof.

D. No applicant shall be an elected or appointed official or an employee of the city.

E. One copy of the application shall be filed with the city clerk as a public record, open to public inspection.

One copy shall be forwarded, by the city clerk, to the mayor. (Ord. 878 §8, 1989)

2.68.090 Charter--Application review.

A. The mayor shall review all applications to determine their compliance with the terms of this chapter. After his review he shall refer his findings and recommendations to the city council.

B. The mayor shall make specific findings on the following:

1. Whether chartering the public corporation will help fulfill the purposes of this chapter and RCW 35.21.725 through 35.21.755;

2. Whether the requested character or duration of the public corporation is reasonably necessary for the activities or functions to be performed;

3. Whether changes, revisions or modifications should be made in the proposed charter or the proposed initial rules and regulations to comply with this chapter, to encourage citizen participation, or to further the best interests of the city;

4. Whether the members of the board of directors and the corporate officers nominated are qualified to hold such positions, dedicated to further the best interests of the program and the purposes of the public corporation, and as a group have the necessary background and the experience to conduct the affairs and operations contemplated by the public corporation;

5. Whether any federal, state or local funding described in the application will become available;

6. Whether the charter should issue as requested, or with changes, revisions or modifications, upon certain conditions or should be denied. (Ord. 878 59, 1989)

2.68.100 Charter--Issuance.

A. No less than thirty days subsequent to the filing of the application for a charter, the city council, in its discretion, may issue, alter, condition or deny the charter either in accordance with the application or with the mayor’s findings and recommendations.

B. A charter establishing a public corporation shall be issued in duplicate originals. One original shall be retained by the city clerk and filed as a public record, and a duplicate original shall be delivered to the applicant. The city clerk shall give notice of the issuance of the charter to the Secretary of State of the state of Washington and shall furnish a copy of the charter and this chapter upon request therefor. (Ord. 878 510, 1989)

2.68.110 Charter--Effect.

A public corporation shall commence its existence effective upon filing of its charter with the city clerk. Except as against the state or the city in a proceeding to cancel or revoke the charter, or to compel compliance with representations made in the application, 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. 878 511, 1989)

2.68.120 Charter--Contents.

The charter shall set forth the following:

A. The name of the public corporation and its corporate seal;

B. The duration of the public corporation;

C. The following:

(Name of the public corporation) is organized pursuant to Ordinance No. 878 of the City of Wapato, and RCW 35.21.725 through .755, which legislation provides that all liabilities incurred by such public corporation shall be satisfied exclusively from the assets and credits of such public corporation, and no creditor or other person shall have any right of acting against the city on account of any debts, obligations or liabilities of such public corporation, commission or authority.

D. The purpose and scope of activities of the public corporation are to improve governmental efficiency and service and general living conditions within the city, administer and execute federal grants and programs, receive and administer federal funds to fulfill the mission of economic development which is defined as: those deliberate and dynamic policies and efforts to direct resources toward improving the long term utilization of land, labor, and capital, increasing production, creating jobs, and raising the standards of living, and includes such activities as research, planning and technical assistance, feasibility studies, and results in business retention, development and recruitment, domestic and international trade, tourism, community revitalization and job development, by actively pursuing cross sector participation from public, private, business, labor, education and training sectors of the service area;

E. Any additional limitations upon the powers of the public corporation beyond those stated in Section 2.68.060;

F. A description of the structure and fundamental organizations of the public corporation demonstrating the means of compliance with the sections of this chapter governing the structure of public corporations;

G. The composition of the constituency, if any, and the powers and voting rights of such constituency;

H. The composition of the board of directors, and its powers and duties;

I. The method of amending the rules and regulations of the public corporation;

J. The method of proposing amendments to the charter of the public corporation; and

K. Any other provisions pertaining to the internal affairs of the public corporation as deemed appropriate. (Ord. 878 §12, 1989)

2.68.130 Name and seal restrictions.

A. The corporate name shall not end with “incorporated,” “company” or “corporation,” or any abbreviation thereof, or any combination of words that are restricted from usage by state law.

B. The corporate name shall not adopt or appear to be 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 of Washington, or a corporate name reserved or registered as permitted by the laws of the state.

C. The corporate seal shall carry the name of the public corporation. (Ord. 878 §13, 1989)

2.68.140 Organization meeting.

Upon the issuance of the charter, the applicant shall call an organization meeting of all persons nominated as members of the board of directors or officers of the corporation in the application, as approved. Such meeting shall occur within thirty days of the issuance of the charter, and notice of such meeting shall be given at least ten days in advance to each individual required to be present unless waived in writing. At such meeting the board of directors shall organize itself and appoint interim officers of the corporation of members of the board of directors, as determined by the charter, to serve until the selection process provided shall be complied with, select a temporary place of business and assist in organizing the constituency provided for in this chapter. (Ord. 878 §14, 1989)

2.68.150 Board of directors--Composition.

A. The board of directors shall have no less than five nor more than fifteen members, as determined by the charter.

B. No term of a position on the board of directors shall exceed four years. If no duration of term is provided in the charter, the terms of the board of directors shall be two years.

C. All appointments to the board of directors shall be made by, and confirmed by the city council; provided, that the original appointments to the board of directors shall be made by the applicant for issuance of a charter, and the city council shall confirm those persons nominated by the applicants, or appoint other persons to serve on the board of directors, at the time of approval of the charter.

D. The charter may, but need not, establish different terms of various positions on the board of directors, stagger, the terms, require special qualifications for certain positions, include officers as ex officio members or observers, select members by districts or from classes of persons, and establish advisory or honorary provisions without voting powers or with limited voting powers.

E. The charter may provide for board of directors committees which shall consist of at least three or more members, and which shall serve in only an advisory capacity. (Ord. 878 515, 1989)

2.68.160 Officers--Requirements.

A. A public corporation shall have two or more officers. The same person shall not occupy both the chief executive office of the corporation and the office responsible for the custody of the funds and maintenance of accounts and finance.

B. Unless the charter provides otherwise, the chief executive officer shall be the agent of the public corporation for service of process.

C. Officers shall be elected or appointed by the board of directors, or by the constituency as provided in the charter, in accordance with a method provided in the charter.

D. No term of office shall exceed four years. Officers may be appointed to consecutive terms, provided the procedure for appointment established by the charter is followed. (Ord. 878 §16, 1989)

2.68.170 Officers--Removal.

Members of the board of directors and officers of the corporation may be removed by the city council, with or without cause, by a majority vote of the members of the city council at a meeting of the city council held in accordance with its procedures. Notice of such meeting shall be given to the public corporation, its officers and its board of directors. (Ord. 878 §17, 1989)

2.68.180 Action requiring board approval.

General or particular authorization or concurrence of the board of directors by resolution shall be necessary for any of the following transactions:

A. Transfer or conveyance of an interest or real estate, other than the release of a lien or satisfaction of a mortgage after payment has been received;

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

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

D. The action of the public corporation as a surety or guarantor;

E. An action in which the performance by the public corporation shall extend over a period of one year from the date of execution of an agreement therefor;

F. All transaction in which the consideration exchanged or received by the public corporation exceeds ten thousand dollars;

G. Where the public corporation assumes duties of the city, state or United States;

H. Any project or activity outside the city limits of the city must have prior approval of the city council;

I. Adoption of an annual budget;

J. Certification of annual reports and statements to be filed with the city as true and correct in the opinion of the board of directors and of its members, except as specifically noted;

K. Transmittal of proposed amendments to the charter to the city council for approval;

L. Such other transactions, duties and responsibilities as the charter may require to be approved by resolution of the board of directors. (Ord. 878 §18, 1989)

2.68.190 Officers--Duties.

The officers shall manage the daily affairs and operations of the public corporation, in accordance with the terms of the charter, the direction of the board of directors, and the rules and regulations of the corporation adopted by the board of directors. (Ord. 878 §19, 1989)

2.68.200 Constituency--Establishment.

A. The charter of the corporation may establish a constituency, unless the mayor and the city council determine that a constituency is not necessary in the public interest, and approve a charter which does not provide for a constituency. A charter that does not provide for a constituency shall repose full stewardship for management determinations of corporate affairs in its board of directors.

B. Insofar as differences of provisions are reasonably related to the projects and activities to be undertaken by the public corporation, the charger may:

1. Divide the constituency into classes by district of residency, by adult or minor, or other objective criteria, and assign different powers or duties to each class;

2. Confer on certain classes of constituents advisory capacity only, while other classes of constituents may vote on specific matters or have general voting powers;

3. Provide for limited membership in the constituency or establish dues or a membership fee.

C. The charter may provide for open participation; for affiliation by person not eligible or unwilling to assume status as a constituent.

D. Unless the charter specifically provides otherwise, all residents of the city sixteen years of age or older shall be eligible for constituent status upon application; and each constituent shall have the same rights and vote that every other constituent enjoys.

E. Constituency status shall be personal and may not be transferred by purchase, sale or assignment or by payment of any other consideration. (Ord. 878 §20, 1989)

2.68.210 Constituency--Approval established when.

If the charter provides for a constituency with power to participate in determination of corporate policy, to vote upon corporate affairs, or pass on action by referendum or commence action by initiative, the concurrence of the constituency shall be necessary for any of the following matters:

A. Proposed amendments to the charter;

B. Such other matters as the charter may designate. (Ord. 878 §21, 1989)

2.68.220 Rules and regulation adoption.

A. Rules and regulations adopted by the corporation shall be subordinate to and consistent with the charter, and may be altered, amended or repealed from time to time as the charter and this chapter shall prescribe.

B. Rules and regulations contained in the application for the charter as approved by the city council shall be the initial rules and regulations of the public corporation and conducted by Roberts Rules of Order and in accordance with the Open Public Meetings Act of the state of Washington as enacted or as otherwise amended hereafter.

C. Amendments to the rules and regulations of the public corporation shall be proposed as provided in the charter and shall be subject to approval by the city council. (Ord. 878 §22, 1989)

2.68.230 Charter amendments.

A. A public corporation may propose to the city that its charter be amended, by resolution of the board of directors, passed in accordance with the procedures outlined in the charter and this charter.

B. The procedure for amendment of the charter shall be the same as the procedure for approval of the application and issuance of the charter. (Ord. 878 §23, 1989)

2.68.240 Quorum--Board of directors and constituency.

The charter of the rules and regulations, if the charter so provides, shall establish the quorum necessary for action by the board of directors or the constituency. Such quorum shall equal or exceed the following minimum:

A. For the passage of any resolution by the board of directors, the quorum shall be a majority of the board of directors members voting on the issue, and at least one third of the board of directors total voting membership.

B. Proposed charter amendments shall require an affirmative vote representing two-thirds of the board of directors members voting on the issue and an absolute majority of the board directors voting membership.

C. Where the constituency is required to concur upon a charter amendment, such concurrence shall require an affirmative vote representing two-thirds of the constituency voting on the issue and at least twenty percent of the constituency. (Ord. 878 §24, 1989)

2.68.250 Meeting--Board of directors.

A. The board of directors shall meet at least once per month, or at more frequent intervals as provided by charter.

B. Special meetings of the board of directors may be called as provided by the charter or in the rules and regulations.

C. The board of directors of a public corporation shall be the governing body of a public agency as defined by RCW 42.30.020, and all meetings of the board of directors shall be held and conducted in accordance with RCW 42.20.010 et seq., and special meetings may be called as therein provided.

D. All meetings shall be open to the public; provided, that the board of directors may hold executive sessions as provided in RCW 42.30.010 et seq.

E. Any of the actions of the board of directors required to be done by resolution may be authorized by the board of directors without a meeting, upon an unanimous written concurrence thereto of all members of the board of directors who are entitled to vote on the matter. (Ord. 878 §25, 1989)

2.68.260 Meeting--Constituency.

A. Meetings of the constituency shall be held at least semiannually or at more frequent intervals as required by the charter. Special meetings of the constituency may be called by the board of directors or by a petition of the constituents, as provided by the charter or rule and regulations.

B. Notice of a meeting of the constituency, stating the place, day and hour shall be mailed to all constituents entitled to be present at least ten days and not more than thirty days before the scheduled meeting; provided, that if the constituency is the public at large, or a class in excess of one hundred persons, notice may be made by publication of a notice for three consecutive days in a newspaper of general circulation in the area together with posting in a prominent place in the corporation public office. (Ord. 878 §26, 1989)

2.68.270 Meeting--Public participation.

A. If a public corporation fails to hold and conduct a regular meeting, either of the board of directors or the constituency, the city may give notice to the public corporation of such failure. Upon such notice, the public corporation shall immediately call and conduct a special meeting, to consider matters appropriate for consideration at the regular meeting not held.

B. The city shall be given notice of any meetings of the board of directors or the constituency. (Ord. 878 §27, 1989)

2.68.280 voting representation.

A. The charter or rules and regulations shall provide for the manner of balloting and for representation of person absent from meetings.

B. No proxy or voting trusts or pooling arrangements shall be allowed by the charter or rules and regulations, which delegate to the holder discretion in casting a ballot or to act for the principal on undisclosed or general matters to be raised at a meeting of the board of directors or of the constituency. (Ord. 878 §28, 1989)

2.68.290 Code of ethics.

Members of the board of directors and officers and employees of the corporation shall comply with the ethical standards prescribed by state law and city ordinance for elected or appointed officers for the city. (Ord. 878 §29, 1989)

2.68.300 Discrimination prohibited.

A. Neither board of directors nor constituency membership may directly or indirectly be based upon or limited by age, race, color, religion, sex, national origin, marital status, political ideology or physical handicap.

B. The public corporation shall not discriminate in employment because of age, race, color, creed, religion, sex, national origin, marital status, political ideology or physical handicap. (Ord. 878 §30, 1989)

2.68.310 Records required.

A. The public corporation shall keep an official journal containing the minutes of proceedings at all meetings of the board of directors, all meetings of the constituency and the resolutions of the board of directors.

B. This journal, and all other records of the public corporation shall be open to review and inspection in the same manner as the records and information of the city. (Ord. 878 §31, 1989)

2.68.320 Deposit of funds.

A. All moneys belonging to or collected for the use of the public corporation coming into the hands of any member of the board of directors or any officer of the corporation shall be immediately deposited with a legal depository, to the credit of such public corporation, for the benefit of the funds to which they belong.

B. Making a profit out of public money or using the same for any purpose not authorized by law by a member of the board of directors or any officer having the possession or control thereof, is prohibited.

C. The public corporation shall deposit all funds in a depository acceptable to the city, and otherwise safeguard such funds pursuant to such instructions as the city may from time or time issue. (Ord. 878 §32, 1989)

2.68.330 Office--Records--Required.

The public corporation shall:

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

B. File and maintain with the city clerk, a current listing of the board of directors and corporate officers, their positions, their home addresses, the address of its principal office, and of all offices used by it, and a cur rent set of its rules and regulations;

C. Place the statement set forth in Section 2.68.120(C) as now enacted or hereafter amended, in a prominent location in its principal office and in all other offices where the public may readily see it, and print or stamp the statement on all bonds or other documents that may entail any debt or liability of the public corporation;

D. Establish and maintain such additional records as may be prescribed by the city, and retain such records for a period of at least three years. (Ord. 878 §33, 1989)

2.68.340 Reports required.

The public corporation shall:

A. File an annual report with the city, containing an audited and certified statement of assets and liabilities, and of income and expenditures during the previous year with a summary of projects and activities conducted. In addition, the public corporation shall provide quarterly reports to the city showing quarterly income and expenditures and current progress of projects and activities conducted;

B. Furnish the city with any additional statements, records, reports, data or information as may be requested, pertaining to matters connected with any projects or activities of the public corporation;

C. Answer fully and within a reasonable time any written inquiries by appropriate city officials in the course of their duties about its finances, organization or activities. (Ord. 878 §34, 1989)

2.68.350 Audit and inspection.

The public corporation shall, at any time during normal business hours, and as often as the city or state auditors deem necessary, make available to the city and the state auditors, for examination of its financial records, and will permit the city and state auditors to audit, examine and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls or records of personnel, conditions or employment and other data relating to all of the aforesaid matters. (Ord. 878 §35, 1989)

2.68.360 Insurance requirements.

Each public corporation chartered pursuant to this chapter shall maintain in full force and effect public liability insurance in an amount specified by the city, 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 city, naming the city as an additional insured. (Ord. 878 §36, 1989)

2.68.370 Bond required.

The officer of the corporation charged with the responsibility for accounts and finances shall file a fidelity bond in an amount determined by the public corporation before taking office and may hold his office only so long as such bond remains in full force and effect. (Ord. 878 537, 1989)

2.68.380 Bond and note security.

A. Bond and notes issued by the public corporation may be secured by the full faith and credit of the public corporation, 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.

B. All bonds or notes shall carry in a prominent place thereon the statement set forth in Section 2.68.120(C), as now enacted or hereafter amended. All bonds and notes or liabilities occurring thereunder shall be satisfied exclusively from the assets or credits of such public corporation, and no creditor or other person shall have any recourse to the assets, credit or services of the city, unless the city council shall by resolution expressly guarantee such bonds or notes.

C. Bonds or notes of the public corporation may be sold at such prices, at public or private sales, may bear interest as such rate or rates, may be in such form or de nominations, or contain such other necessary terms as may be determined by the public corporation.

D. A public corporation may at the time of the issuance of the bonds and notes, make such covenants with the purchasers and holders of the bonds and notes as it may deem necessary to secure and guarantee the payment of the principal and interest, 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/or take possession and use or operate and manage corporate assets securing the bonds and notes in the event of default or insolvency of the public corporation, with such powers as may be contained in any covenants relating to the bonds and notes, and to limit the amount, time and/or conditions under which additional bonds and notes may be issued or debts incurred.

E. The public corporation may pay expenses, premiums and commissions which it may deem necessary in condition with the issuance and sale of its bonds and notes as are consistent with this chapter although not enumerated in this chapter. (Ord. 878 §38, 1989)

2.68.390 Intervention by city.

A. When authorized by resolution of the city council after a public hearing held with notice to the public corporation, the city may intervene and exercise such control over a public corporation as it is necessary and appropriate to correct any deficiency in the operation of the public corporation or to assure that the purposes of a program undertaken may be reasonably accomplished, when:

1. The board of directors of the public corporation has requested such intervention by resolution.

2. Public corporation has either failed to set forth the statement required in Section 2.68.120(C), in written contracts, bonds or other documents, or has represented to the public or to creditors that recourse may be had to the assets, property or credit of the city on account of acts or omissions of the public corporation.

3. The public corporation has failed to file an annual report with the city, after notice of such omission.

4. A deadlock has occurred in the board of directors, or the membership of the board of directors is insufficient to constitute a quorum for conduct of affairs, so that the public corporation is unable to conduct its operations or perform its projects and activities.

5. The public corporation has neglected or refused to conduct a meeting after notice from the city to do so, pursuant to Section 2.68.270(A).

6. The board of directors has unreasonably impaired public participation in the conduct of projects and activities or oppressed or hindered the constituency in the exercise of its powers and responsibilities.

7. The assets of the public corporation have been, or committed to be, misapplied or wasted or illegally expended.

8. The public corporation has committed or is about to commit a material violation of this chapter or its charter.

B. The city may take such action as necessary to achieve the object of the intervention stated in the resolution of the city council and may make corrections or revisions ancillary thereto. The city shall accomplish the purposes of the intervention as expeditiously as reasonable, and the interventions shall cease as soon as the objectives of the intervention have been achieved. (Ord. 878 §39, 1989)

2.68.400 Trusteeship.

A. 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 trusteeship over a public corporation organized pursuant to this chapter and to appoint trustees therefor under any of the following circumstances:

1. The board of directors of the public corporation has requested the same by resolution.

2. The public corporation has filed a statement of dissolution preparatory to termination of its existence.

3. The public corporation has become insolvent, or is otherwise unable to carry out its contractual obligations.

4. The charter was procured through fraud or misrepresentation on any material matter that has an effect upon the project through activities to be undertaken.

5. The public corporation has filed an annual report with the city that is false or deceptively misleading on a material matter.

6. The public corporation has misused, abused or continuously exceeded the power or authorities granted to it, or has committed repeated violations of this chapter or its charter.

7. The public corporation is incompetent or ineligible to carry out the public purposes for which it was chartered.

8. The assets of the public corporation have been or are committed to be misapplied, wasted or illegally expended.

9. For any other reason justifying intervention, when, in the judgement of the city council, intervention would not be feasible under the circumstances.

B. The trustees appointed by the superior court shall take such action as is necessary during their trusteeship to achieve the object of the trusteeship as is reasonable. In accordance with the decree of the superior court, the trustees shall have the power and authority to reorganize the public corporation, amend its charter or rules and regulations, suspend or remove corporate officers, manage the assets and affairs of the public corporation, and exercise any and all corporate powers. If authorized by the superior court, the trustees shall have the power to oversee the dissolution of the public corporation. (Ord. 878 §40, 1989)

2.68.410 Termination.

A. If the city council makes an affirmative finding that termination is warranted for any reason, the existence of the public corporation may be terminated by ordinance 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 testimony.

B. Subject to any limitations that may be imposed by the judgment of a court of competent jurisdiction, provision shall be made in any termination of the public corporation’s existence for the payment of obligations, bonds, notes or other contracts or indebtedness of the public corporation from the rights and assets of the public corporation. (Ord. 878 §41, 1989)

2.68.420 Dissolution--Statement.

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

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

2. The debts, obligations, liabilities of the public corporation and the property and assets available to satisfy the same, with a statement of provisions to be made for satisfaction of the outstanding liabilities;

3. The estimated time for the completion of the dissolution;

4. Any pending litigation or other contingent liabilities; and

5. A copy of the board of director’s resolution providing for such dissolution.

B. The city shall review the statement filed and oversee the dissolution to protect the public interest and prevent impairment of obligations, or if so authorized by law, authorize or initiate proceedings in the superior court of competent jurisdiction for the appointment and supervision of receiver for such purpose.

C. Upon satisfactory completion of the dissolution procedures, the mayor shall indicate such dissolution by the inscription of “charter cancelled” on the original charter of the public corporation on file with the city, and the existence of the public corporation shall cease. The city clerk shall give notice thereof to the Secretary of State of the state of Washington. (Ord. 878 §42, 1989)

2.68.430 Dissolution--Asset disposition.

A. Upon termination of the existence of a public corporation, all of the rights, assets and property of the public corporation shall pass to and be distributed as provided by agreements of donors or other parties at the time of the acquisition of the property regarding its disposition. Subject thereto, all of the rights, assets and property of a public corporation shall be tendered to the entity first listed below, and if not applicable or not accepted, to the next entity listed in succession:

1. To the surviving or successor public corporation, in the event of a merger of public corporations as provided in Section 2.68.440;

2. To the city of Wapato;

3. To some other local municipal corporation that performs similar functions or activities for which the assets were acquired or devoted;

4. To the state of Washington for use in or application upon projects and activities or functions for which the assets were acquired or devoted;

5. To the United States, any of its departments or agencies, a public corporation created by the United States, or an organization acting as an authorized agent of the United States;

6. To a corporate fiduciary or other trustee, in trust for or in use under the direction of any of the aforesaid entities for the purposes, projects and activities for which the assets were acquired or are devoted; and

7. To nonprofit organizations performing community service, charitable or educational activities similar to the projects and activities for which the assets were acquired or devoted.

B. The city council, in its discretion may direct the following in regard to any particular dissolution:

1. Authorize the city to contract with the public corporation for the disposition of its rights, assets and property, and thereby designate the recipient and the terms and purposes of the transfer of asset and property;

2. Establish procedures, terms and conditions for transfer and acceptance of the rights, assets and property of the public corporation;

3. Request some of all of the aforesaid eligible entities in subsection A of this section to submit applications for transfer of such rights, assets and property of the public corporation, in accordance with the procedures of this chapter for the issuance of a charter; and

4. All rights, assets and property of the public corporation upon transfer shall be vested in the entity receiving and accepting the same, together with any pertinent obligations and liabilities. (Ord. 878 §43, 1989)

2.68.440 Merger.

A public corporation created by this chapter may merge with or into another public corporation organized under this chapter. An application for such merger shall be filed by one of the public corporations, and shall be processed in the same manner as an application for a charter. In the event of such a merger, all of the rights, assets and properties of the public corporation shall vest in the surviving or successor public corporation. (Ord. 878 §44, 1989)

2.68.450 Construction of provisions.

This chapter shall be literally construed so as to effectuate its purpose and the purpose of RCW 35.21.725 through 35.21.755. (Ord. 878 §45, 1989)

2.68.460 Waiver.

When requested by a public corporation, in order to secure or carry out federal grants, or programs, the city council, by resolution, may waive compliance by the public corporation with any of the terms or conditions of this chapter, upon finding that such waiver is necessary to enable the public corporation to secure and carry out such a grant or program. (Ord. 878 §46, 1989)