HomeMy WebLinkAbout3510ORDINANCE NO. - 6-1D
AN ORDINANCE of the City Council of the City of
Kent, Washington, relating to Valley Communications Center
and creating the Valley Communications Center Development
Authority; approving a charter and initial bylaws therefor;
establishing a Board of Directors to govern the affairs of the
Authority; and approving procedures for the conduct of its
affairs.
THE CITY COUNCIL OF THE CITY OF KENT DOES ORDAIN as follows:
SECTION 1.- Definitions. Capitalized terms used in this ordinance have
the following meetings.
Authority means the Valley Communications Center Development Authority,
created pursuant to this ordinance.
Board of directors or Board means the governing body vested with the
management of the affairs of the Authority.
Bonds means the long term obligations of the Authority, to be issued to provide
financing for the Project.
Bylaws means the rules adopted for the regulation or management of the affairs of
the Authority adopted by this ordinance as the same may be amended by the Board.
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Charter means the articles of organization of the Authority adopted by this
ordinance and all subsequent amendments thereto.
Cities means the Cities of Auburn, Federal Way, Kent, Renton and Tukwila.
City Clerk means the clerk of the City of Kent or a person authorized to act on his
or her behalf; and in the event of reorganization of the office of clerk, the successor
official performing such duties or a person authorized to act on his or her behalf.
Councils of the Cities means the governing body of each of the Cities.
Director means a member of the Board.
Interlocal Agreement means the Valley Communications Center Agreement,
among the Cities, to be dated as provided therein, and heretofore approved by motion of
the Kent City Council, as such Interlocal Agreement may be hereafter amended in
accordance with its terms.
Sent means the City of Kent.
Project means the acquisition, construction and equipping of a new facility for the
operations of the Valley Communications Center.
Valley Communications Center means the consolidated emergency services
communications center known as the Valley Communications Center pursuant to the
Interlocal Agreement.
SECTION 2. - Interlocal Agreement. Pursuant to motion, this City Council
has approved the Valley Communications Center Agreement (the "Interlocal Agreement'),
to be executed between and among the Cities providing for consolidated emergency
communications services through an enterprise known as the Valley Communications
Center. The Interlocal Agreement contemplates that the Cities, collectively, under the
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Interlocal Agreement will acquire land and acquire, construct and equip a new facility for
the operations of the Valley Communications Center (the "Project")
SECTION 3. - Authority Created --City Liability Limited.
A. Authority Created. As authorized under RCW 35.21.730 through RCW
35.21.755, a public authority (the "Authority") is hereby created, with powers and
limitations as set forth in its Charter and this ordinance, to provide an independent legal
entity under State law to finance the acquisition, construction and equipping of the Project
through the issuance and servicing of long term debt in the aggregate principal amount of
not to exceed $12,758,000 (the "Bonds"), and to perform any other function specified in
its Charter.
B. Kent Liability Limited. The Authority is an independent legal entity exclusively
responsible for its own debts, obligations and liabilities. All liabilities incurred by the
Authority shall be satisfied exclusively from the assets and credit of the Authority; no
creditor or other person shall have any recourse to the assets, credit, or services of Kent
on account of any debts, obligations, liabilities, acts, or omissions of the Authority.
C. Contributions of the Cities. Pursuant to the Interlocal Agreement, the Cities shall
pay an allocable portion of the budgeted expenses of Valley Communications Center not
paid from other sources, which allocable portion shall be based on the percentage of
dispatched calls attributed to each jurisdiction compared to total dispatched calls.. In
addition to the foregoing commitment, the Cities also will contribute in equal shares to pay
debt service on the Bonds as the same shall become due and payable and to pay
administrative expenses with respect to the Bonds. No City shall be obligated to pay the
share of any other City, the obligations of Kent with respect to the Bonds shall be limited
to its (twenty percent) equal allocable share of such obligations; and all such payments
shall be made without regard to the payment or lack thereof by any other jurisdiction. All
payments with respect to the Bonds shall be made to Valley Communications Center in
its capacity as administrator and servicer of the Bonds to be issued by the Authority. Kent
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hereby obligates and commits itself to budget for and pay its allocable share of the
financial obligations represented by the Bonds.
SECTION 4. - Name. The name of the Authority shall be the Valley
Communications Center Development Authority.
SECTION 5. - Powers --Generally. Except as limited by the state
constitution, state statute, this ordinance or the Charter of the Authority, the Authority
shall have and may exercise all lawful powers necessary or convenient to effect the
purposes for which the Authority is organized and to perform authorized corporate
functions, as provided in its Charter.
SECTION 6. - Charter and Amendments. The Charter of the Authority
(the "Charter"), attached hereto as Exhibit A and incorporated by this reference herein, is
hereby approved. The Charter shall be issued in duplicate originals, each bearing the seal
of Kent attested by the City Clerk. One original shall be filed with the City Clerk; a
duplicate original shall be provided to the Authority. Amendments to the Charter may be
initiated by the Board or by the Kent City Council. All amendments to the Charter
initiated by the Kent City Council shall be presented to the Board for consideration and
approval and shall not become effective unless approved by a majority vote of the Board.
All amendments to the Charter, regardless of how initiated, shall become effective only
following approval by ordinance approved by the Kent City Council and the Councils of
at least three other Cities.
SECTION 7. - Authority: Commencement Of Existence. The Authority
shall commence its existence effective upon fulfillment of each of the following:
1. Each of the Councils of the Cities has approved the creation of the
Authority by Kent;
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2. This ordinance shall become effective; and
3. The Charter shall have been executed, and the Charter and Bylaws shall be
on file with the City Clerk.
Except as against the state or Kent 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 ordinance.
SECTION 8. Board Of Directors. The Administration Board of Valley
Communications Center, established pursuant to Section 4 of the Interlocal Agreement,
shall act ex officio as the Board of the Authority. All corporate powers of the Authority
shall be exercised by or under the authority of the Board of Directors; and the business,
property and affairs of the Authority shall be managed under the supervision of the Board
of Directors, except as may be otherwise provided by law or in the Charter.
SECTION 9. - Orzanizational Meeting. At the next meeting of the
Administration Board of Valley Communications Center to occur following the formation
of the Authority, the Board shall hold its organizational meeting. At such meeting, the
Board shall organize itself and may appoint officers.
SECTION 10. -Bylaws. The initial bylaws (the "Bylaws") of the
Authority, attached hereto as Exhibit B and incorporated by reference in this ordinance,
are hereby approved. 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
ordinance or the Charter, this ordinance or the Charter, as the case may be, shall control.
SECTION 11. -Dissolution.
A. If four of the Councils of the Cities, each by ordinance, make an affirmative
finding that dissolution is warranted for any reason, the existence of the Authority shall
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be terminated by ordinance of the Kent City Council. 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, if any.
B. Upon satisfactory completion of dissolution proceedings, the City Clerk shall
indicate such dissolution by inscription of `charter canceled' on the original Charter of the
Authority, on file with the City Clerk and, when available, on the duplicate original of the
Authority, and the existence of the Authority shall cease. The City Clerk shall give notice
thereof pursuant to state law and to other persons requested by the Authority in its
dissolution statement.
SECTION 12. - Ancillary Authority. The administrative staff of Kent are
granted all such power and authority as reasonably necessary or convenient to enable each
of them to administer this ordinance efficiently and to perform the duties imposed in this
ordinance or the Charter.
SECTION 13. - Construction. This ordinance shall be liberally construed
so as to effectuate its purposes and the purposes of RCW 35.21.730-.755.
SECTION 14. — Effective Date. This ordinance shall take effect and be in
force thirty (30) days after passage.
PASSED by the City Council of the City of Kent, Washington this 16
day of May, 2000, and signed in authentication of its passage this /( daaX of May, 2000.
MAYOR
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ATTEST:
BRENDA JACO "R,ITY CLERK
APPROVED AS TO FORM:
ROG LUBOVICH, CITY ATTORNEf
PASSED: �� day of e:�j , 2000
APPROVED: ��O day of , 2000.
PUBLISHED: day of , 2000.
I hereby certify that this is a true copy of Ordinance No. 3-510
by the City Council of the City of Kent, Washington, and approved by the Mayor of
City of Kent as hereon indicated.
P; \Civil\Ordnance\ValleyComEnactOrd. doc
BRENDA JACOB R. CITY CLERK
7 ValleyCom PDA Enacting Ordinance
IM:.'•u:3rwim
CHARTER
Valley Communications Center Development Authority
As originally adopted pursuant to
City of Kent Ordinance 3510
Issued and Certified by
the City Clerk on
w X73, 02.000
Kent, Washington
TABLE OF CONTENTS
Page
ARTICLE I
NAME AND SEAL
Section1.01 Name.....................................................................................................................1
Section1.02 Seal........................................................................................................................ l
ARTICLE II
AUTHORITY AND LIMIT ON LIABILITY
Section2.01 Authority............................................................................................................... l
Section 2.02 Limit on Liability..................................................................................................1
Section 2.02 Liability of the Authority and the Cities...............................................................1
ARTICLE III
DURATION
ARTICLE IV
PURPOSE
ARTICLE V
POWERS
Section5.01 Powers................................................................................................................... 3
Section 5.02 Indemnification.....................................................................................................3
ARTICLE VI
Section 6.01 Board Composition and Term of Office............................................................... 3
Section 6.02 Board Concurrence and Quorum Defined............................................................. 4
Section 6.03 Officers and Division of Duties............................................................................ 4
Section 6.04 Executive Committee............................................................................................ 4
Section6.05 Committees........................................................................................................... 4
ARTICLE VII
MEETINGS
Section7.01 Board Meetings..................................................................................................... 4
Section 7.02 Open Public Meetings........................................................................................... 4
Section 7.03 Parliamentary Authority........................................................................................ 4
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Section7.04 Minutes................................................................................................................. 5
ARTICLE VIII
BYLAWS
ARTICLE IX
AMENDMENT TO CHARTER AND BYLAWS
Section 9.01 Proposals to Amend Charter and Bylaws.............................................................. 5
Section 9.02 Board Consideration of Proposed Amendments ................................................... 5
Section 9.03 Vote Required for Amendments to Charter or Bylaws ......................................... 5
Section 9.04 City Council Approval of Proposed Charter Amendments .................................. 6
ARTICLE X
COMMENCEMENT
ARTICLE XI
DISSOLUTION
ARTICLE XII
APPROVAL OF CHARTER
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CHARTER OF THE
VALLEY COMMUNICATIONS CENTER DEVELOPMENT AUTHORITY
ARTICLE I
NAME AND SEAL
Section 1.01 Name. The name of this authority shall be the Valley Communications
Center Development Authority (hereinafter referred to as the "Authority").
Section 1.02 Seal. The Authority's seal shall be a circle with the name "Valley
Communications Center Development Authority" inscribed therein.
ARTICLE II
AUTHORITY AND LIMIT ON LIABILITY
Section 2.01 Authority. The Authority is a public authority organized pursuant to RCW
35.21.730-.757, as amended (the "Act") and the following identified ordinances (collectively, the
"Ordinance"):
1. Ordinance No,5-358 of the City of Auburn, passed on April 3, 2000;
2. Ordinance No.ao-36i of the City of Federal Way, passed on March 21, 2000;
3. Resolution No. 1564 of the City of Kent, passed on March 21, 2000, and
Ordinance No. 35 io of the City of Kent, passed on May 2,2000;
4. Ordinance No. IR56 of the City of Renton, passed on March 28, 2000; and
5. Ordinance No. t9b2 of the City of Tukwila, passed on April 3, 2000.
Section 2.02 Limit on Liability. All liabilities incurred by the Authority shall be
satisfied (a) in the case of obligations or liabilities of the Authority which are not limited
recourse in nature, exclusively from the assets, credit, and properties of the Authority, or (b) in
the case of obligations or liabilities of the Authority which, by their terms, are limited recourse
obligations, from such assets, properties or revenues of the Authority as shall be specifically
pledged thereto or otherwise identified as being the source of payment of such limited recourse
obligations or liabilities, and no creditor or other person shall have any right of action against or
recourse to the Cities of Auburn, Federal Way, Kent, Renton and Tukwila Washington
(collectively, the "Cities"), its assets, credit, or services, on account of any debts, obligations,
liabilities or acts or omissions of the Authority.
Section 2.03 Liability of the Authority and the Cities. The following disclaimer shall be
printed or stamped on all contracts, bonds, and other documents that may entail any debt or
liability by the Authority.
The Valley Communications Center Development Authority is a public authority
organized pursuant to Ordinance No. 5358 of the City of Auburn, Ordinance No.
0030of the City of Federal Way, Resolution No. 1564 of the City of Kent, and
Ordinance No. _35/0 of the City of Kent, Ordinance No.g836 of the City of
Renton and Ordinance Noag12-of the City of Tukwila and the laws of the State of
Washington, RCW 35.21.730 through RCW 35.21.757 and RCW ch. 39.34.
RCW 35.21.750 provides as follows: "[A]ll liabilities incurred by such public
corporation, commission, or authority shall be satisfied exclusively from the
assets and properties of such public corporation, commission or authority and no
creditor or other person shall have any right of action against the city, town, or
county creating such corporation, commission, or authority on account of any
debts, obligations, or liabilities of such public corporation, commission, or
authority."
In no event shall the obligations of the Authority be payable by recourse against
any properties, assets or revenues of the Cities of Auburn, Federal Way, Kent,
Renton or Tukwila, Washington, the State of Washington or any other political
subdivision of the State of Washington. No person to whom such obligations are
owed shall have any recourse or right of action against the Cities of Auburn,
Federal Way, Kent, Renton or Tukwila, Washington, the State of Washington or
any other political subdivision thereof on account of such obligations, except to
enforce the payments obligated to be made by ordinance by each of the Cities of
Auburn, Federal Way, Kent, Renton or Tukwila.
Any of the Cities may, by ordinance or contract or pursuant to interlocal agreement, agree to pay
(on a contingent basis or otherwise), all or any portion of the obligations of the Authority;
however, (1) no City shall be obligated beyond the proportion or sum specified by ordinance or
contract, and (2) no City shall be obligated, directly or indirectly for the obligations of any other
City.
ARTICLE III
DURATION
The duration of the Authority shall be perpetual except as provided in the Ordinance.
ARTICLE IV
PURPOSE
The purpose of the Authority initially is to provide an independent legal entity under State
law and the Ordinance to finance the acquisition, construction and equipping of the Valley
Communications Center through the issuance and servicing of long term debt in the aggregate
principal amount of not to exceed $12,758,000 (the "Bonds") and, thereafter, to finance the
undertaking of technology and major capital improvements essential to maintain the Center's
functionality, but such additional improvements may be made only with a supermajority vote of
the Board.. A "supermajority vote of the Board," as used in this Article, may be obtained at any
regular or special Board meeting by an affirmative vote of a majority plus one of the Board
members voting on the issue, provided that such majority equals not less than four (4) votes.
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For the purpose of securing the exemption from federal income taxation for interest on
obligations of the Authority, the Authority constitutes an authority and instrumentality of the
Cities of Auburn, Federal Way, Kent, Renton and Tukwila (within the meaning of those terms in
regulations of the United States Treasury and rulings of the Internal Revenue Service prescribed
pursuant to Section 103 and Section 115 of the Internal Revenue Code of 1986, as amended).
For purposes of Section 265(b)(3)(C)(iii) of the Internal Revenue Code of 1986, as amended, the
amount of each issue of obligations of the Authority shall be allocated in equal shares among
each of the Cities.
ARTICLE V
POWERS
Section 5.01 Powers. The Authority shall have and may exercise all lawful powers
conferred by state laws, the Ordinance, this Charter and its Bylaws. The Authority in all of its
activities and transactions shall be subject to the powers, procedures, and limitations contained in
the Ordinance.
Section 5.02 Indemnification. To the extent permitted by law, the Authority may
protect, defend, hold harmless and indemnify any person who becomes a director, officer,
employee or agent of the Authority, and who is a parry or threatened to be made a party to a
proceeding by reason related to that person's conduct as a director, officer, employee or agent of
the Authority, against judgments, fines, penalties, settlements and reasonable expenses (including
attorneys' fees) incurred by him or her in connection with such proceeding, if such person acted
in good faith and reasonably believed his or her conduct to be in the Authority's best interests
and if, in the case of any criminal proceedings, he or she had no reasonable cause to believe his
or her conduct was unlawful. The indemnification and protection provided herein shall not be
deemed exclusive of any other rights to which a person may be entitled as a matter of law or by
contract or by vote of the Board of Directors. The Authority may purchase and maintain
appropriate insurance for any person to the extent provided by the applicable law.
ARTICLE VI
BOARD
Section 6.01 Board Composition and Term of Office. Management of all Authority
affairs shall reside in the Board. The Administration Board of Valley Communications Center,
established pursuant to Section 4 of the Valley Communications Center Interlocal Agreement,
including all amendments, shall act ex officio as the Board of the Authority. Board members
shall have terms coextensive with their terms as members of the Administrative Board of Valley
Communications Center.
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Section 6.02 Board Concurrence and Quorum Defined. `Board concurrence," as used
in this Article, may be obtained at any regular or special Board meeting by an affirmative vote of
a majority of the Board members voting on the issue, provided that such majority equals not less
than three (3) votes. Any Board action authorizing the issuance of debt shall be required to be
approved by a supermajority vote of the Board.
A quorum to commence a Board meeting shall be no fewer than three (3) members. The
bylaws of the Authority may prescribe Board quorum restrictions that equal or exceed the
quorum restrictions imposed in this Section 6.02. Board members present at a duly convened
meeting may continue to transact business notwithstanding the departure of enough members to
leave less than a quorum.
Section 6.03 Officers and Division of Duties. The Authority shall have at least one
officer, President. The President shall be the agent of the Authority for service of process; the
Bylaws may designate additional corporate officials as agents to receive or initiate process. The
Board also may provide for additional officers, e.g., Vice President, Secretary, Treasurer. The
day to day affairs of the Authority, including debt administration, shall be managed by the
Director of Valley Communications Center, in the manner provided in Section 6 of the Interlocal
Agreement.
Section 6.04 Executive Committee. The Bylaws may provide for an Executive
Committee, which shall be appointed and/or removed by the Board, and shall have and exercise
such authority of the Board in the management between meetings of the Board, as may be
specified in the Bylaws.
Section 6.05 Committees. The appointment of other committees shall be provided for
in the Bylaws.
ARTICLE VII
MEETINGS
Section 7.01 Board Meetings.
1. The Board shall meet as necessary but not fewer than two (2) times a year.
2. Special meetings of the Board may be called as provided in the Bylaws.
Section 7.02 Open Public Meetings. To the extent required by law, notice of meetings
shall be given in a manner consistent with the Open Public Meetings Act, Chapter 42.30 RCW.
Voting by telephone or by proxy is not permitted.
Section 7.03 Parliamentary Authority. The rules of Robert's Rules of Order (revised)
shall govern the Authority in all cases to which they are applicable, where they are not
inconsistent with the Charter or with the special rules of order of the Authority set forth in the
Bylaws.
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Section 7.04 Minutes. Copies of the minutes of all regular or special meetings of the
Board shall be available to any person or organization that requests them as required by state law;
minutes with respect to closed executive sessions need not be kept or alternatively, need not be
made available.
ARTICLE VIII
BYLAWS
The initial Bylaws may be amended by the Board to provide additional or different rules
governing the Authority and its activities as are not inconsistent with this Charter. The Board
may provide in the Bylaws for all matters related to the governance of the Authority, including
but not limited to matters referred to elsewhere in the Charter for inclusion therein.
ARTICLE IX
AMENDMENT TO CHARTER AND BYLAWS
Section 9.01. Proposals to Amend Charter and Bylaws. Proposals to amend the
Charter may be initiated by the Kent City Council or by the Board. Proposals to amend the
Bylaws may be initiated by the Board. Proposals to amend the Charter initiated by the Kent City
Council shall be presented to the Board, in accordance with the terms of the Ordinance.
Proposals to amend the Charter or the Bylaws may be initiated by the Board in the manner
described in the following Sections 9.02 and 9.03.
Section 9.02 Proposals Initiated by the Board.
1. Proposals to amend the Charter or Bylaws shall be presented in a format which
strikes over material to be deleted and underlines new material.
2. Any Board member may introduce a proposed amendment to the Charter or to the
Bylaws (which may consist of new Bylaws) at any regular meeting or at any special meeting of
which advance notice has been given to members of the Board.
Section 9.02 Board Consideration of Proposed Amendments. If notice of a proposed
amendment to the Charter or to the Bylaws, and information, including the text of the proposed
amendment and a statement of its purpose and effect, is provided to members of the Board prior
to any regular Board meeting or any special meeting of which advance notice has been given,
then the Board may vote on the proposed amendment at the same meeting as the one at which the
amendment is introduced. Germane amendments to the proposed amendment within the scope of
the original amendment will be permitted at the meeting at which the vote is taken.
Section 9.03 Vote Required for Amendments to Charter or Bylaws. Resolutions of the
Board approving proposed amendments to the Charter or Bylaws require an affirmative vote of a
majority of the Board members voting on the issue, provided that such majority equals not less
than three votes.
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Section 9.04 City Council Approval of Proposed Charter Amendments. Proposed
Charter amendments initiated and approved by the Board shall be submitted to the each of the
Councils of the Cities; provided, however, that no amendment to the Charter shall be effective
until approved by the Kent City Council and three of the other Member Cities.
ARTICLE X
COMMENCEMENT
The Authority shall commence its existence effective upon the issuance of its Charter as
sealed and attested by the City Clerk of the City of Kent as provided in the Ordinance.
ARTICLE XI
DISSOLUTION
Dissolution of the Authority shall be in the form and manner required by state law, City
ordinance, and the Bylaws. Upon dissolution of the Authority and the winding up of its affairs,
title to all remaining property or assets of the Authority shall vest in Valley Communications
Center or if there is no Valley Communications Center in existence at the time, then in equal
shares in the Cities of Auburn, Federal Way, Kent, Renton and Tukwila for use for public
purposes.
ARTICLE XII
APPROVAL OF CHARTER
ORIGINAL CHARTER APPROVED by Ordinance 535 9 adopted by the City Council of the
City of Auburn on April 3, 2000; Ordinanceoo-361 adopted by the City Council of the City of
Federal Way on March 21, 2000; Resolution 1564 adopted by the City Council of the City of
Kent on March 21, 2000, and Ordinance 3510 adopted by the City Council of the City
of Kent on May 2, 2000; Ordinance x{836 adopted by the City Council of the City of Renton on
March 28, 2000; and Ordinance /9/a adopted by the City Council of the City of Tukwila on
April 3, 2000.
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CERTIFICATE
I, the undersigned, City Clerk of the City of Kent, Washington, DO HEREBY CERTIFY
that the attached CHARTER OF VALLEY COMMUNICATIONS CENTER DEVELOPMENT
AUTHORITY is a true and correct original of such charter as authorized by Ordinance No. 351p
of the City of Kent.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
the City of Kent this a3 day of ad�t, , 2000.
City Clerk of the Ci ent, Washington
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BYLAWS OF THE
VALLEY COMMUNICATIONS CENTER DEVELOPMENT AUTHORITY
ARTICLE I
BOARD
Section 1.01. Composition of the Board. For the purpose of determining Board
composition and administration, the procedures set forth in the Charter and the Interlocal
Agreement shall govern.
ARTICLE II
OFFICERS AND COMMITTEES
Section 2.01. Officer Designated. The Presiding Officer of the Administration Board
selected in the manner provided in Section 4.2 of the Valley Communications Center Interlocal
Agreement, including all amendments, shall be the President of the Board. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by the Board. No
person may simultaneously hold more than one office. In addition to the powers and duties
specified below, the officers shall have such powers and perform such duties as the Board may
prescribe.
Section 2.02. Qualification and Term of Office. The additional officers shall be members
of the Board or any other person designated by the Board who is at the time an official or
employee of at least one of the Cities or Valley Communications Center. The additional officers
shall be elected or appointed by the Board and shall hold office for terms established as a part of
the original appointment or for terms established in accordance with the Interlocal Agreement.
Section 2.03. Establishment of Committees. The Board, by resolution, may designate
from among its members one or more committees, to represent the Board and, except as
prohibited by the Charter, act for and on behalf of the Board. The designation of any such
committee and the delegation thereto of authority shall not operate to relieve any member of the
Board of any responsibility imposed by law.
ARTICLE III
MEETING
Section 3.01. Regular Board Meetings. There shall be a minimum of two (2) meetings
each year of the Board. Unless otherwise designated by the President, the first regular meeting
shall be held on the second Tuesday in February, and the second regular meeting shall be on the
second Tuesday in September.
Section 3.02. Special Board Meetings. Subject to Article VII of the Charter, special
meetings of the Board may be held at any place at any time whenever called by the President or a
majority of the members of the Board.
Section 3.03. Notice of Regular Board Meetings. No notice of the regular meeting shall
be required, except of the first regular meeting after any change in the time or place of such
meeting adopted by resolution of the Board as above provided. Notice of such changed regular
meeting shall be given by personal communication over the telephone to each Board member at
least twenty-four (24) hours prior to the time of the meeting or by at least three (3) days notice by
mail, telegram or written communication. If mailed, notice shall be mailed by United States
mail, postage prepaid, to the last known address of each Board member. In addition, the
Authority shall routinely provide reasonable notice of meetings to any individual specifically
requesting it in writing. At any regular meeting of the Board, any business may be transacted and
the Board may exercise all of its powers.
Section 3.04. Notice of Special Board Meetings. Notice of all special meetings of the
Board shall be given by the Director of Valley Communications Center or by the person or
persons calling the special meeting by delivering personally or by mail written notice at least
twenty-four (24) hours prior to the time of the meeting to each Board member, to the Mayors of
the Cities of Auburn, Federal Way, Kent, Renton and Tukwila and to each local newspaper of
general circulation and to each radio or television station that has requested notice as provided in
RCW 42.30.080. In addition, the authority shall provide notice of special meetings to any
individual specifically requesting it in writing.
The time and place of the special meeting and the business to be transacted must be
specified in the notice. Final disposition shall not be taken on any other matter at such meetings.
Section 3.05. Waiver of Notice. Notice as provided in Sections 3.03 and 3.04 hereof
may be dispensed with as to any member of the Board who at or prior to the time the meeting
convenes files with the Board of the Authority a written waiver of notice or who is actually
present at the meeting at the time it convenes. Such notice may also be dispensed with as to
special meetings called to deal with an emergency involving injury or damage to persons or
property or the likelihood of such injury or, damage, where time requirements of such notice
would make notice impractical and increase the likelihood of such injury or damage. Notice, as
provided in Article IX of the Charter concerning proposed amendments to the Charter or Bylaws
and votes on such amendments, may not be waived.
Section 3.06. Notice to City Council. Notice of all meetings and minutes of all meetings
of the Board shall be given to the City Council of the Cities of Auburn, Federal Way, Kent,
Renton and Tukwila by giving notice to the City Clerk of each of the foregoing Cities.
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ARTICLE IV
AMENDMENTS TO CHARTER AND BYLAWS
Section 4.01. Proposals to Amend Charter and Bylaws.
1. Proposals to amend the Charter or Bylaws shall be presented in a format which
strikes over material to be deleted and underlines new material.
2. Any Board member may introduce a proposed amendment to the Charter or to the
Bylaws (which may consist of new Bylaws) at any regular meeting or at any special meeting.
Section 4.02. Board Consideration of Proposed Amendments. If notice of a proposed
amendment to the Charter or to the Bylaws, and information including the text of the proposed
amendment and a statement of its purpose and effect, is provided to members of the Board prior
to any regular Board meeting or any special meeting of which advance notice has been given,
then the Board may vote on the proposed amendment at the same meeting as the one at which the
amendment is introduced. Germane amendments to the proposed amending within the scope of
the original amendment will be permitted at the meeting at which the vote is taken as provided in
the Charter.
Section 4.03. Vote Required for Amendments to Charter or Bylaws. Resolutions of the
Board approving proposed amendments to the Charter or Bylaws require an affirmative vote of a
majority of the Board members voting on the issue, provided that such majority equals not less
than three votes.
Section 4.04. City Council(s) Approval of Proposed Charter Amendments. Proposed
Charter amendments shall be submitted for consideration to each of the City Councils of the
Cities of Auburn, Federal Way, Kent, Renton and Tukwila and shall take effect only if approved
by ordinance approved by the Kent City Council and the City Councils of at least three other
Cities.
Section 4.05. Effective Date. Amendments to the Bylaws are effective upon adoption by
the Board.
ARTICLE V
ADHD ISTRATIVE PROVISIONS
Section 5.01. Books and Records. Valley Communications Center, on behalf of the
Authority, shall keep current and complete books and records of account and shall keep minutes
of the proceedings of its Board and its committees having any of the authority of the Board. The
proceeds of any borrowing by the Authority shall be held, invested and disbursed by Valley
Communications Center, subject to the terms and limitations established pursuant to the
Interlocal Agreement. Valley Communications Center shall provide a regular accounting of the
financial affairs of the Authority to the Board at each regular Board meeting. The obligations of
the Authority shall be administered by Valley Communications Center, and Valley
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Communications Center is hereby designated and delegated with full authority to administer such
obligations, all in a manner consistent with the Interlocal Agreement.
Section 5.02. Indemnification of Board Members. The Authority elects to defend and
indemnify its present and former board members and officers and their successors, spouses and
marital communities to the full extent authorized by law and the Charter. In addition, the right of
indemnification shall inure to each Board member or officer and his or her spouses and marital
communities upon his or her appointment to the Board and the event of his or her death shall
extend to his or her heirs, legal representatives and estate. Each person who shall act as Board
member or officer of the Authority shall be deemed to do so in reliance upon such
indemnification and such rights shall not be exclusive of any other right which he or she may
have.
Section 5.03. Principal Office. The principal office of the Valley Communications
Center Development Authority shall be 23807 98th Avenue South, Kent, Washington 98031.
Section 5.04. Fiscal Year. The Fiscal Year of the Authority shall begin January 1 and
end December 31 of each year, except the first fiscal year, which shall run from the date the
Charter is issued to December 31, 2000.
ARTICLE VI
APPROVAL OF BYLAWS
APPROVED by Ordinance 5358' adopted by the City Council of the City of Auburn on
April 3, 2000; Ordinanceoo-369 adopted by the City Council of the City of Federal Way on
March 21, 2000; Resolution 1564 adopted by the City Council of the City of Kent on March 21,
2000, and Ordinance 35/0 adopted by the City Council of the City of Kent on May 2, 2000;
Ordinance if ,?3/o adopted by the City Council of the City of Renton on March 28, 2000; and
Ordinance /,7 r a adopted by the City Council of the City of Tukwila on April 3, 2000.
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