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HomeMy WebLinkAbout1387RESOLUTION NO. ;Jt7 A RESOLUTION of the City Council of the City of Kent, Washington, relating to Suburban Cities Association appointments to the Regional Committees of the Metropolitan King County Council. WHEREAS, the City of Kent (the "City") is a member of the Suburban Cities Association ("SCA"), and has fully paid dues owing thereto for the year 1994i and WHEREAS, the SCA is a separate nonprofit corporation formed under the laws of the State of Washington, and is governed by its Articles of Incorporation and bylawsi and WHEREAS, all the cities and towns within King County, excluding Seattle and the newly incorporated city known as "Newport Hills" are currently members of SCAi and WHEREAS, one of the primary goals of the SCA, as set forth in the bylaws of the SCA, is to assist suburban cities by coordinating their activities in King County, including making appointments to intergovernmental committees on behalf of the SCA membersi and WHEREAS, the Metropolitan King County Charter calls for the creation of three "regional committees," on which shall sit representatives of the suburban cities, the City of Seattle and the King County Councili and WHEREAS, these three regional committees are an integral part of the new regional government formed by the merger of King County and the Municipality of Metropolitan Seattle; and WHEREAS, representatives of the suburban cities, designated by the SCA, worked for over one year to negotiate the form of the new regional government that was ultimately submitted to, and approved by, the voters of King County; and WHEREAS, Section 270.20 of the Metropolitan King County Charter states that the membership on these three regional committees from suburban cities "shall be appointed in a manner agreed to by and among those cities and towns representing a majority of the population of such cities and towns"; and WHEREAS, the SCA Board, in a manner described by, and consistent with the bylaws of the SCA, has heretofore appointed the suburban cities representative to sit on the regional policy committees; and WHEREAS, the City is committed to the success of a truly regional government following the merger of King County and METRO; and WHEREAS, it is in the best interests of the City that the regional committees meet to address the policy issues before Metropolitan King County as envisioned by the voters of King County, that a truly regional government begin to operate within King County, that the SCA appointees to the regional committees be accepted without question, and that further delay in 2 conducting the business of the regional committees be avoided; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Ratification of Appointments to Regional Committees. The City hereby ratifies and affirms the appointments to the regional committees set forth in Attachment 11 A 11 hereto and incorporated herein by reference. Section 2. Ratification of Appointment Method. The City hereby ratifies and affirms the manner by which these appointments were previously made, specifically, by nomination of the SCA Board President and confirmation of the SCA Board, as prescribed in ARTICLE VII, Section 4 of the SCA Bylaws, all as confirmed by the correspondence from SCA set forth as Attachment B hereto and incorporated herein by reference. By this resolution, the City means and intends to agree to the manner of appointment of the suburban city representatives to the regional committees. The City further agrees that the representatives can be later changed by the SCA Board in a manner consistent with the Bylaws, as they may be amended. The City does not by this ratification suggest that any SCA appointments need be ratified by individual city resolution. Section 3. Ratification of SCA Bylaws. The City hereby ratifies and affirms the SCA Bylaws, previously approved by a vote of the general membership of the SCA, a copy of which Bylaws are attached to this resolution as Attachment C and incorporated herein by reference. 3 Passed at a regular meeting of the City Council of the City of Kent, Washington this ~~ day of ~ , 1994. Concurred in by the Mayor of the City of Kent, this (p ~day of ~ , 1994. ATTEST: Y CLERK APPROVED AS TO FORM: I hereby certify that this is a true and correct copy of Resolution No. /3 57 , passed by the City Council of the I:' /A., 4-&0! City of Kent, Washington, the _; day of ~ , 1994. BRENDA JACOBER SCA.res 4 ATTACHMENT A SCA Appointments to the Metropolitan King County Regional Committees Regional Transit Committee Margot Blacker (Bellevue) Nona Ganz (Kirkland) Mary Gates (Federal Way) Rowan Hinds (Issaquah) Arun Jhaveri {Burien) Wally Rants {Tukwila) Clair Drosdick (Alternate, Normandy Park) Jon Johnson (Alternate, Kent) Regional Water Quality Committee Lucy DeYoung (Woodinville) Elliot Newman {Mercer Island) Tim Schlitzer (Renton) Shirley Thompson {SeaTac) Bob Davis {Alternate, Bothell) Georgia Zumdieck (Alternate, Bellevue) Regional Policy Committee Betty Arnan {Algona) Pat Burns (Auburn) Chris Heaton (Bellevue) Rosemarie Ives (Redmond) Fred Jarrett (Mercer Island) Bob stead (Federal Way) Earl Clymer (Alternate, Renton) Alan Kiest (Alternate, Lake Forest Park) ATTACHMENT B MEMORANDUM TO: All Mayors, Suburban Cities Association FM: Lynda Ring, Executive Director RE: SCA Board Approval of Regional Committee Appointments DATE: March 25, 1994 Attached to this memorandum is a true and correct copy of the approved minutes of the November 17, 1993 SCA Board Meeting at which SCA Board President Judy Woods moved approval of the slate of appointees to represent the suburban cities on the three Metropolitan King County Regional Committees. This appointment and approval was made in the manner described by the SCA Bylaws, Article VII, Section 4. The Bylaws were approved at a meeting of the general membership of the SCA held September 11, 1991. The Bylaws, in the form attached hereto, are on file with the Secretary of State, as required by state law. Members Attending: Hob Roegner Fred Jarrett Erselle Eade Jurly Woods Terry Lukens Chris Heaton Bob Stead Suburban Cities Association Boani of Directors Mirrutes> November 17, 1993 Me.rn.bern Ah!lent: .Dennis Scholl Rosemaries Ives Betty Aman Earl Clymer Elliot Newman 1. Tne meeting was cailed to order by President Judy Woods at 5:15pm. The minutes of tl!e previous meeting were approved as written. 2. The Sub-Commiuee to review appointment to the Metropolitan King County Council Regional Committees presented iQl report. Alternates will be considered 1i•11 memb~rs of our caucus. The only difference is that the alternate will not vote unless asked to replace another tr'..ember by L'l.e caucus chair. ('-render, r.ity size, and city loc..tion were considered in the ap;:::-ointrn...ent prO'~$~. Discussion followed. The possible appoir.tment; wer~ then looked at in fr..e larger context of appointments to the PSRC, RTA, ::: . .nd t.r.i.e GMPC. Il wiU bt! necessary for some memben> to ser,re in several position so that there is flow of infon:n.ation. A :Motion was made and seconded to confirmed the appointments made by President Woods. The Motion passed unanimously. 3. Le~oue of Women Vore.rs Jetter was discussed. The Board decided tD draft a Jc:trer e:x:pressing our understanding of the League's concern: the changing; the changing role of the SCA: r.lte SCA's desire to be responsive; and a cmn,ge in Board policy whkh will auth.oriz.e the Board to approve to post the agenda so that int~rested citizens ca.."! d!scuss the issues ,.,·.ith their elected officials before the meeting date. · 4. The Legislative Priorities were approved. They will be pre8e0Ied w legislators at our December 8. 1993 meeting. Next Board Meeting 5:00pm, December 8. 1993 Meydenbauer Center January Meeting January 19, 1993 Location to be announced Attachment 'C' SlJB URBAN CITIES ASSOCL-\ TIO:'\ BY-LA \VS The SUBURBA~"l" Clul:.S .:..SSOCIA TION OF KING COUNT{, .:_s constituted by it.s anicles of incorporation and by-laws, exists for the benefit of all meruber cities ru'ld towns. Accordingly, Lhe A . .ssociation will endeavor to achieve it.s org3..11izatior:al goals, as outlined i11 Section II of it.s by-lc.ws, by Uf}dert2.king the foUowi.ng actions. Tne _:....ssociation will: * work to c.cr1ieve i:.s goals through consensus building h ;7"' .. 0 s:..;::-ina of ~" e"rc" ~,.,n· i~f ~-=~ !-, :-··""' • • •• , emp .2.Sl-v ..:1'-' 1'--· :::o 1 .... S = n a..1. ,_. .... O.i:Tilc.:...vn L>C.,..,vv:-1 memocr Cw.vS and towns to i.rnprove u1e qu2.liry of decision-rua~ing for iLS e:ec::.::d officiais encoura£e broaci~r orulicioation solutior..s, c..::d i.rnpiemenr2tion in u1e develoomem -... . . o:: r..SSCX:l3.tlOn tssues. * ensure that the .~..ssociation's decision-ma..\cing auu.1ori~· 1s vested with u':e orgc.n.izat.ion as a -,:,·hole * ensare t.h2.t Li-Je _;,.__ssociat.ion's Board of Directors is reoresc::l2.tive of the differen:- sized cities c.nd tow!ls ·.:.:hich comprise Associ2.tion me.mbc:-siip * provide Li-J2.r the _;,.__ssc<:iation's Board of Directors i::;-e comprised of bot:1 mayors a..n.d councilrr:es bcrs * provide &~at the 3oc..rd of Direcror's composition reflect a geographical balance for it.s member cities c..::d towns and, to u.1e extent oossiblc, :;r:J.it the reoresent.?.tic:n f·c:m ~ s;,-,aio c;n. o-'O'"n to o:;e Di--ocror . . ...... .:1 1...:. .. =........ 1.1.} l. .. T"Y 1" !_l._ ... • It is a.m.icioat.ed t.t1at all me::J.ber cities and towns will receive noll.llcation of :\.sscx:iation meetit'lgs; however, only cities a..r1d towns which have paid their Association dues will be allowed to vote. Only officials from member cities ru1d towns which have paid their .A...ssociation dues will be aoooi.nted to serve a.s Suburban Cities A.ssc<:iauon reoresentatives to quasi-governmental ru'ld i.nter-govemment committees. · ARTICLE I -NA .. ME Tne name of tl-}e organization shall C-e the ST.TBURBA.t'f CITIES ASSOCLA.TION OF KING COUNTY. Tne re2:istered office of the A..ssociation shall t-e the address of the i.ndividuc.l. who armually i.s elected President of the Association or, if the .A..ssc.ciation proves u.1e staff proposal, the registered office of the .;,.__sscx:iation shall be the sL?.ff office. ARTICLE II-PURPOSE Section l. Tne purpose of the SUBURBAN CITIES ASSOCLA. TION OF KD\G COUNTY shall be: to discuss common problems and concel1l.S among member cities a..11d towns and related judsdictions; to obtain greater underst.2...::dL'1g and coordination of effort..S among cities ::..::d towns: to i.ncre2....~ L1e knowledge of municipal. county, 2..:1d . .I,F'.$C.'-.-';.:.::-;t,"£:S:c::: - l - st.2r.:: gove:-::r:.:e~\2.1 se:-~·ic~s ~--:d prog:~7:s ~--::c11g ci~~s ::....--~·..: ::-.:.·::s: :o :.s~:st t.:~..: .-\ssocic.t..ion or· Wa.s'nl.:"ll.c_ton (i::es 2..;"'cl iLS nrocr2...:TS ~r.d "-~-:. :.:~s· -::,.-,,--; ... :-:~ ,"-.~ ._. ....... • t" ~ .. '--"• ......... _.,.__~._. J ~ • ._., .......... l ..... ...- COilCU:.ierlce of a m<:.jori[y of t.he member c:Lies c..nd tc-.:.·lls, .::c: ::..s s~-o~=.s2::.:1 for lhe S u bu;ban Ci Lies Associ ::.tio n i:1 re gion::.l cifc.~s c.r;d oo iicv ·:.:s-::.:ssio :-::s ·.;·i ~~ :0:..:: County and/or oL~er affected regionc..l agencies. · · - Section ? . The Suburban Cities Association shill be cons:i:-..:ted as a !!Or.-::;rot:~ corporation in accord:::.nce wiLi1 Chapter 24.03 RCW (\\,. a..shi..:gton Non-Proi'l ~ Corporation Act). ARTICLE ill-ME.rvfBERSBJP ,C\ection 1 -Memner". :\·!embershio in L1e Suburbc .. il Ci:.ies Assc-c:::.uon shill oe O:Je~ ~() 2ll cities 2..l.ld towns in King County having a population less !:..:~2...!1 150,000. \fembers shall be those qualified cities 2..;11d towns which have oaid c.:-l.,;.---:ucJ d:..:es c.nd s-oeci2..!. a..ss.essments. Membership shill be in L1e nc:: .. rr.e. of u1e cirj or Ic-.-~·n. · Section 2 -Other Pa..nicin2...r1t.::. Officials from other :2ovem2e:1c.s or c.£e.nc:es mav be invited tO arLend meetin~S, but u1ese ~OVcffiiTicnt.aJ. a£'encieS shill not oe QU-:l1ifiect for membersilio end shill not have a vote.--. ARTICLE fV-DL""ES 1':1e a.r!J.1ual dues of the Suburba..D. Cities Association shall be de~:-2~:ea ov u1e Board cf Directors wiL~ aooroval of the enrire mernbershiD. Tne dces \.;:ill t-e ba.....~d-on u'le offic:::.l population figure. for each city 2..!id cown a..s orovided b·-.: the S~:e Ot!c~ of Fi.n2.nc:EJ :\Janas:ement -(ORvf).. For oc.rpcs,:.s of L1e dues, L1-Je populaucr1 :~g1..2!e ,;.-ill c·e uad::.~ed 2..:.:Tiucllv. ARTICLE V-?Y·fEETI'-;GS Senion I -Regular Meetings. The Sl.TBl.TRBA..t~ CITIES .-l.SSOCL.;.llON Of K:r?\G COUNTY shall meet monthly at a time and location withii1 Ki.::g Counry as designa[ed by u1e President of r.Jle Association .. Section 2 -Special Meerin gs. Special meetings of u1e Associ2.tion may be held on L~e call of c.he President, or by requests from three (3) member cities. Writcen notice of a special meeting shall t-e provided to member cities at lea..st G.me (3) days prior tO 2 . .ny such meeting. However, in ar1 extraordinary or emergency siruation. the Presice.nc shall have the option of notifying cities of a special meeG."1g by telephone and/or facsimile transmission. Section 3 -Rules of Order. Robert's Rules of Order shall appiy at a.11y meeting of u1e Association where parliamentary rules or procedures are involved. ARTICLE ¥1-VOTING/QUORUi\1 Section 1 -Votino;. Only elected officials from member cities or towns whose dues 2 ... .o1d 2..Ss.essments have been p::.id may vote on issues. .:....::y City or elected offici2.l repres.enting a qualified member ciry or town may request a :-oU call of weighted votes. -2 ... I;l l:...,;s ~·..,s;'1;--,,,...D e")rn n:~-::i;;""";ori ci:·)J or LQ\;'i1 .. ~·:;1 02\'(' ~ ;ve:~.i-_·.::~ l'l-..·.=~ {-1_~-"~:·i r·---n ...... • • •• , • ...__ ............ , __ ........... 1. -:................................. ~.. ..... • ._ ~ ~-..... ~------..... ·_;~)! .-.) ~on11hr_io:-r·r.·~ ··or"'~"~ 1 r>(Ji 00C::"i~:ior r-.,~;:,--;:_::.-; -. .:>-,'-,or c=··"'s ,~,:.-.\"'"'' ... :.c. :.,~- :-:-'-"•'-,,, '-", ol..,.. I ~'-"' t "-"' .. ,..J V: , ,_,._...., '' '-...., ..... --.. ._ .,,...,.,,,L '-'• .... ~ ..... 1.,)1 •V '1. ,,..J 1\ ,:,_~ ,._~,::,; Lh::..:1 1,000 ooouic:Lion wiLl e::.c~ r,::-,·e one vci:: .. -"Jl voi::s troll, 2 ;:,er:-:ber ciLv C·r lo·x;; must be C2..S.'l o.n t.he s~--:1:: Slde of 2...1 issue. · Sectinn 2-Ounrum. To constitute a auorum for u1e t:::ns2cuon of busii!ess at a soecd or regulc.r meeLing of the Associctio.n, it sh2ll be necessar; to have a vote ci.st bv elected represent.alives from at le2.St forty (.iO) percer::t of the Association's ou::Jified member ciLies and towns. · ARTICLE VII-OFFICERS Al\D TER..\'15 Section 1 -Officers and i==lectim:s. T.11e of(icers of L1e Suburb2..:1 Cities .~s-:-:i.:.tic·rl shall consisc of the President. Vice-President, .:...r;d Scc:-e~ry!Tre::...surer. Terms of office shall be fer one (1) ve::.r. Tne officers sh~ll be elec:cd at the Mc.v meetins of t.:':e ?..ssocic.tion 2..:1d \vill 'commence se1.,:in£ thei.r i..erTIJ.S of office effect.:'ve June f. Oillv elected officials of aualifieci member cities and towns of the .;\ssvciauon s:till be eligible ~o hold office: c.nd there shall be not r:::ore than one off'.cei from any one c~ty or tm:.'n. Section 2-Nominations for Office. Not less :.:'12..!.'1 one month prior to t..fJ.e M.:.y rr:eelli!g, L~e President shall aoooint a Nomi.natir1£ Coo.minee of three (3) oast oresidents from member cities or to·,;,.ns. Tt!e Nomi.t12.r.i.ns: Commit!.ee shall oies.erit ::...'1d oiace L1 nomi.t12.Lion at t..n.e Mc.y meetinz. a slace of c.:.ndidat.es for office ·for t.:'!e ensu~:s ve.:..r . . ~.ddition2l nominations r:::lcy C.e-:r.ade from c~,e fioor at the May rr:.eeting. -' .'\ection 1-Vacc..:1cie~. Vac.:...r;cies in Lf-)e oosiuons of officers of the r\.ssvciation Gav be filled by a vote of Lf1e Board of Directors. A confl1-wation vote will b-e required at t.:':e foLlowing Suburban Cities Assc-ci.:.tion meeting. Seclion ~-Duties of Officer'. 1 ne res~-eclive duties of Lhe officers of t:";e P..sscciatic11 shill be: President -Tne President. alon£ WlL'l che Board of Direcwrs, will ensure ulc implementation of policies c.dopted by the Suburban Cities Association; will preside at regular and special meet11gs of the .~ociation and the Board of Directors; will determine u.1e location and agenda for each meeting; will crear.:; special committees as necessary; will appoi.t1t representatives to standing, quasi- governmental and intergovernmental committees and special committees, wiu1 approval of the Board of Directors; will approve a.11d sign resolutions passed by the Association; will take such actions on behalf of u.1e P...ssociation c.s may t-c direc!ed by a vote of the mewbership at regular or s~-ecial meetings. In u.1e event of a Lie, Lf1e President may cast the decidi.11g vote. Upon completion of his or her term of office, the President will c.utomatically s.erve a second ye3.f on the Board of Directors as Past-Presidenl In the event of the President's resignation, the Vice-President will fill the bala . ..r1ce of the President's r.:;rw. Vice-President -Tne Vice-President will act i.t1 the absence of the President, performing the duties of t.:1at office, and will serve as the chair of the ~gislalive Committee. -.) - ~{-:lr-er-::1~'/1 r:>')c;T~:-~-![';~ ~e,r;.::q'J;ol·:~-.':>'1('1;-"--..r .... ::1 ,""\ ..... _. ·-,.-, ::....-:r ~L,':> ~~; ..... ,., • ...... ~~--l\....L.... U ... I .._. ._,,_.......__ ... I ••'--...U•'-• • o. •• '-··--··_, ................. l,;;_ ,,!.;,...,:~· ..... :_. _ • •. ~o··lor ~'"'d soc"'~' ::le"''ir,os esc k:e"; ~,...-; t.hor "C'·uc~s ---..,,_,,~.:"·~s c-.> ___ ;;,';_ ''-=:·-.. .~--· ..... '-·-.·· ::·~. . ........... _,.J-· .:· ...... ~ _ ......... ~·· ~ ...... • ......... ~----·-~'--~1~ .._~,.. ; .. ;....:. .. \...~ ... 2. ume!_v m2.i1i1er lO 1,,,_,1:0ers. 2..1•'-' u1..:L ,e:;.::.-• ..:~0::~ .o" S;JCn i"-ce:_;_;i£S 2..:-e received; '>vill ove:-s.ee ::!..l!m£emer1l.s ,,.:Lh 1..he hosl ci:·: ror sc.:ch m"'"'''"c-s· .,,_.:·: ove;.::~e c.nnual billing for dues a.nd ::.ny speed c..ss.esi:::cms i.o t.h~·~.;~;~b~rs ~-~­ L~e .~..ssociation; ,, .. ill be responsible for Lf!e deposit c: r:wnies imo a. cr,ec:-::.:-:::: account established for u1e Suburban Cities P...ssc.ciation; will ove:-s..e~ disbursements for Association expenditures; a..11d will rr:::..i:e an ai1nual reoon ::..s :.J the St2.tus of the treasury of the Association at the Mav meet.in£. The ·fL:"'la.nci::..!. duties of the Secretary/Treasurer shell be subiect LO audit annuc..llv by :..:'-:e Executive Comci[tee whose audit si:2il be at2ched co :...":e Secrec.2...r-vtT~e::.s-u:e:-·s 2..:1nu2...i repon to L':e A..ssociation. - C:ectinn 5 -Comnensati0n. Officers or r:-,o u ..... cc2o::ns~cion. ARTICLE vlJI-BOARD OF DIRECTORS .Section 1 -Member;;r,i'l. Tne Board of Directors shall be cc2prised of t.he foUowi::g L"'i rc.een reores.en tari ves: l. ) IJ. Tr..ree Offi.ce!'s: ?:-esident, Vice-President, Secret2..!.-y!T:-e::.sure.:- LrnmediaL.e Pa.sl:-?;esideilt Tr..ree Preside:1ti~ aoooincees selected for or;e-vear L.e~s Tnree reoresenl2.tive(s) from a smell ciry· a..lld wwn, seiecl.ed by c.::.uc;.:s of :._:..,e small citi.es a:"'Jd towns for a one-year tes{ Four representatives from medium c:Lies selected by c::.ucus from t.he r:lediu:::- sized cities for one-year tecv.s Tn.ree represenl2.tives f1om large cilies seiec:..ed by c::.·~cus f1om G':e large ci:.::s for one-year ter::: T::e officers includin£ L!"-:e P~t P.cesident of SunlTRB.~'\f Cl i. 1 ,_S ASS CCL-\ TION Of ~G COu0.:1Y \:.:ill be counted in Lhe popul.?..tion cat.egc~: :or u':eir cir_y a..11d t-efore L:':e cauc:Js selects its rem2iring represenl2tives. Tne three .-\ssociation's presideL:i::.l 3.ppoiiu.ees shall not be counted i.n their population category. A smell city or town shill be a ciry or town with a population under 20,000 citiz.er.s .. -\ r2edium cicy shall be a city with a population of 20,000 to 49,999 citizens. A large c:cy shill be a ciry wiui. a population of 50,000 or more citize:::s. Population figures fer e2.ch city 2..11d town will be derived 2.nnually from S~t.e Office of Fi.nar:ci3l :\fana£ement (OFM) ce::.sus da:2. Section 2 -Caucus Ar.nnintment". Small, medium, a..11d L::ge cities shell select !.:.'-:e~ own reoresent1tives ~o u1e-Board of Direc:ors. Such select.:ons shall be com ole ted bv, 2..ild become effective. June l. Each Board membershio shall be for a one-vear 1.2:-rJ. V::.cancies which occur during a Board member's term ·of office shall be filled by ch.e caucus from which t:1e Board member was originally selec~d. Tne t.r..ree Officers 2.1d Li'Je immediate Past-President shall be inciuded in their res~-~ctive population c:;.tegcr:r. T!le President's appoi.r1tees are not included i.11·the populaticJ categories. SecUon '-Compen;;;;r~00. Members of the Board of Direc:ors of the .-\..'.Soci:;.Lion s::ill s.erve wilhout compe;;s2Lion. ' --.,. - .-\RTICLE IX-:'\iEETGGS OF TEE GOARD OF DIRECTORS ~<"ctinn 1 -RP.snnn.<::ihilities ;:_lld C:nnnvct nf Business. Tne Bc2..:d of DirectOrs, a.lon2 with L1e President., will ensure L1e implement.?.t..ion of policies ::.dop~d by ~'le Suourb::S: Cities .. ~..ssocialion. 1i1e Board of-Directors will co.-.~-i..l!TI all appoim..menLS recommended by the President. Tne Lhree Presidenlial appoim.e.es shall be confmned by Ll-Je balance of the Board of Directors. To the extent possible, all matters of business to be considered by the A . .ssociation shall fust be brought to the Board of Directors for discussion and recommendation to the .Association. Board of Director's meeti..r12s will be held on a monLi'jly or c..s-needed basis. - ~eqinn 2 -·Vnrin~. Each me:nb-er of u1e Board of Directors shill have one vat.=. 1 r;e President shell vot.e. only i.i1 cas.e of a tie. .-\11 f1112l actior1.s t2.._i::en by the Bo2rd cf Directors ..,;:hich due to time constraintS C3J1110t be brou2ht before the _j,_.ssocia:.ion fc·:- confl.!.wation shall be O)"' a maioriLY vo_Le of L:."Je Boc..rd. --- Section 1 -nuorum. In order for the 3oard of Di...t"cctors to t.::.:..:::e action on 2..11 issue, :~ shall be necessary to have a quorum of the Board of DirectOrs. A quorum of t.he Board of Direcrors shall be a iTiajoriry of the tow Board membership. ARTICLE X-EXECUTI'/E C0.:\11-ITTTEE The E;::ecutive Comwirtee shall consist of the CUITent Suburban City .-\.s.sociation officers 2.r:d will be empowered, i..r1 the event of a .. il. emen:encv, to take action without t.he aooroval of u1e Board of Directors or L'1e full membership.-.-\11-emergency action is defmed as an Li1SI2 .. .r1Ce \vhere, because of time consLraints, the Boc.rd of Directors cannot be convened. T11e 3ow:i of Directors ar,d u1e . .;ssvciation shill be notified as soon as possible of the emergency action. ARTICLE XI-APPROVAL A?\"D A_ME~"DMENT OF BY-LA \'VS. The By-laws of Ihe SlTBURBA..L~ CI11.ES ASSOCL-\TION OF ?J:NG COlTNTY may be amended upon a majoricy vote of the member cities a..'1d towns whose 2 . .n.nual dues 2 .. r2d special c..ssessmer:.t.s have bee:1 paid to t.he Association. .A..ny proposed arnendmem shall be mailed to t.he member cities a .. nd towns at least t\lr'enry (20) days prior to the meeting at which t.he vote on such propos.ed a..rnendment(s) is to be taken. In the instance of a dispute, a member city or town, or a..rJ. elected offici2.l from a member cicy or town, may call for a weighted vote a.s outlined i..n .-\.rt.icle VI, Section 1 of the By-laws .. ARTICLE Xll-DISSOLUTION The SUB'l.TRBA.l~ CITIES ASSOCLA. TION OF KING COlJ~!Y may dissolve and conciude its affairs in Lf-Je following m::...:1.ner: In a regular or special meeting. the Board of Directors shall adopt a resolution in accordance with Chapter 24.03 RCW (\Vc..shington Non-profit Corporation Ac() recommending Lf-Jat the Association be dissolved and directing that the question of dissolution be put to a vote of Lf-Je entire voting membership. Advance wrin.en notice of such a meeW1g shall be provided for all member cities and towns. A resolution to dissolve u'1e Associc.t.:on shall be adopted upon receivi.11g at le3..St rwo-t.t:irds of the voting member cil.ies 3..I1d towns .. - 5 - Should di.sso!ulion. cccur. Lhe 2.SSel.S of the A...ssocic.tion shJJI be disL.:-ibut.ed lO member cities 2 . .nd towns i.r1 a disu.ibution forrnul3. idemical to Lh2.t in whic:; Assoc:2.ciC11 dues 2..fe assessed. PASSED .~...:""TI A.PPROVED t.his __ day of _______ i991. SUBURBAN CITIES ASSOCLA.TION OF KING COUNTY PresiC:e:1t Sc ere tA.J. -y IT re as ur e r -6 -