HomeMy WebLinkAbout3396ORDINANCE NO. 3 3
AN ORDINANCE relating to the Kent Downtown
Market and creating the Kent Downtown Public Market
Development Authority; approving a charter and initial
bylaws therefor; establishing a Board of Directors to govern
the affairs of the Authority; providing how the Authority
shall conduct its affairs.
THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES
HEREBY ORDAIN AS FOLLOWS:
SECTION 1. Authority created -- City liability limited.
A. Authority created. As authorized under RCW 35.21.730 through RCW
35.21.755, a public authority with powers and limitations as set forth in state law, this
ordinance and its charter, is hereby created to undertake, assist with and otherwise facilitate
or provide for the acquisition, renovation, operation, and management, including leasing,
of the landmark Lumberman Barn located at 212 Railroad Avenue North as the new home
for the Kent Downtown Market, and to perform any other function specified in this
ordinance or the Charter of the Authority.
B. City liability limited. The Authority is an independent legal entity
exclusively responsible for its own debts, obligations and liabilities. All liabilities incurrec
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 thf
City on account of any debts, obligations, liabilities, acts, or omissions of the Authority.
SECTION 2. Name. The name of the public Authority shall be the Ken
Downtown Public Market Development Authority.
SECTION 3. Definitions. As used herein, the term:
A. "Board of Directors" or "Board" means the governing body vested with the
management of the affairs of the public authority.
B. "Director" means a member of the board.
C. "Bylaws" means the rules adopted for the regulation or management of the
affairs of the public authority adopted by this ordinance and all subsequent
amendments thereto.
D. "Charter" means the articles of organization of the public authority adopted
by this ordinance and all subsequent amendments thereto.
E. "City" means the City of Kent.
F. "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.
G. "City Council" means the city council of the City of Kent, Washington.
H. "Mayor" means the mayor of the City of Kent.
I. "Public Authority" or "Authority" means the authority created under this
ordinance.
J. "Resolution" means an action of the board with the quorum required inl
Section 10.
K. "State" (when used as a noun) shall mean the State of Washington.
SECTION 4. Powers -- Generally. Except as limited by the state
constitution, state statute, this ordinance, or the charter of the public authority, the public
authority shall have and may exercise all lawful powers necessary or convenient to effect
the purposes for which the public authority is organized and to perform authorized
corporate functions, as provided in its charter.
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SECTIONS. Charter. The charter of the authority (the "charter"), Exhibi
A of this ordinance, is hereby approved. The charter shall be issued in duplicate originals,
each bearing the city seal attested by the city clerk. One original shall be filed with the city
clerk; a duplicate original shall be provided to the authority. The charter shall be amended
only by city ordinance adopted at or after a public hearing held with notice to the public
authority and authority directors and affording them a reasonable opportunity to be heard
and present testimony.
SECTION 6. Effect of issuance of charter. The public authority shall
commence its existence effective upon issuance of its charter and the holding of its initial
board meeting. Except as against the state or the city in a proceeding to cancel or revoke
the charter, delivery of a duplicate original charter shall conclusively establish that the
public authority has been established in compliance with the procedures of this ordinance.
SECTION 7. Board of directors. A board consisting of five (5)
(the "board of directors") is hereby established to govern the affairs of the public authority
The directors shall be appointed and serve their terms as provided in the charter. Al
corporate powers of the public authority shall be exercised by or under the authority of thf
board of directors; and the business, property and affairs of the authority shall be manages
under the supervision of the board of directors, except as may be otherwise provided by lave
or in the charter.
SECTION& Organizational meeting. Within ten (10) days after issuai
of the charter, the mayor or his or her designee shall call an organizational meeting of i
initial board of directors, giving at least three (3) days' advance written notice to ear
unless waived in writing. At such meeting, the board shall organize itself, may appo
officers, and select the place of business.
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SECTION 9. Bylaws. The initial bylaws (the "bylaws") of the public
authority, Exhibit B of 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 I D. Quorum. At all meetings of the board of directors, a
majority of the board of directors then in office shall constitute a quorum.
SECTION 11. Dissolution.
A. If the city council makes an affirmative finding that dissolution is warranted
for any reason, the existence of the public authority may be terminated by ordinance of the
city council adopted at or after a public hearing, held with notice to the public authority and
authority directors and affording them a reasonable opportunity to be heard and present
testimony. Dissolution shall be accomplished as provided in the charter, and shall not take
effect until proper provision has been made for disposition of all authority assets.
B. Upon satisfactory completion of dissolution proceedings, the city clerk shall
indicate such dissolution by inscription of "charter canceled' on the original charter of the
public authority, on file with the city and, when available, on the duplicate original of the
public authority, and the existence of the public authority shall cease. The city clerk shall
give notice thereof pursuant to state law and to other persons requested by the public
authority in its dissolution statement.
C. Upon dissolution of the authority or the winding up of its affairs, title to all
remaining assets or property of the authority shall vest in the city unless the city council
or trustee or court has provided for the transfer of any authority rights, assets or property
to a qualified entity or entities which will fulfill the purposes for which the authority wa.,
chartered.
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SECTION 12. Ancillary authority. The mayor is granted all such power
and authority that is reasonably necessary or convenient to enable him or her to administer
this ordinance efficiently and to perform the duties imposed in this ordinance or the
authority 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. Severability. If any one or more sections, subsections, or
sentences of this Ordinance are held to be unconstitutional or invalid, such decision shall
not affect the validity of the remaining portion of this Ordinance and the same shall remain
in full force and effect.
SECTION 15. Effective Date. This ordinance shall take effect and be in
force thirty (30) days after passage by the Council.
ATTEST:
BRENDA JACOBE , C Y CLERK
APPROVED AS TO FORM:
MAYOR
ER A. LUBOVICH, CITY ATTORNEY
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PASSED: —3 day of �1c� c �� 1998.
APPROVED: 41 day of , 1998.
PUBLISHED: _� day of -� ��1— 1998.
I hereby certify that this is a true copy of Ordinance No. 3376 , passed
by the City Council of the City of Kent, Washington, and approved by the Mayor of the
City of Kent as hereon indicated.
P:\LAR.'\ORDINP.NC\XDP. CRP
i
BRENDA JACO E , CITY CLERK
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EXHIBIT A
CHARTER OF THE KENT DOWNTOWN PUBLIC
MARKET DEVELOPMENT AUTHORITY
As originally adopted
pursuant to City of Kent Ordinance No
Issued and Certified by the City Clerk on
, 1998, at Kent, Washington.
TABLE OF CONTENTS
ARTICLE I - NAME AND SEAL ................................................ 1
Section1.01 Name......................................................1
Section1.02 Seal........................................................1
ARTICLE II - AUTHORITY AND LIMIT ON LIABILITY ........................... 1
Section 2.01 Authority.............................................1
Section 2.02 Limit on Liability ............................................. l
Section 2.03 Mandatory Disclaimers.........................................1
ARTICLE III - DURATION.....................................................2
ARTICLE
IV
- PURPOSE.......................................................2
ARTICLEV
-
POWERS........................................................3
Section 5.01 Powers......................................................3
Section 5.02 Indemnification...............................................3
ARTICLEVI - BOARD........................................................3
Section
6.01
Board Composition.............................................3
Section
6.02
Terms of Office................................................3
Section
6.03
Board Concurrence and Quorum Defined ...........................4
Section
6.04
Officers and Division of Duties...................................4
Section
6.05
Executive Committee...........................................4
Section
6.06
Committees...................................................5
Section
6.07
Removal of Board Members......................................5
ARTICLE VII - MEETINGS.....................................................5
Section 7.01 Board Meetings................................................5
Section 7.02 Open Public Meetings...........................................5
Section 7.03 Parliamentary Authority.........................................5
Section 7.04 Minutes......................................................5
ARTICLE VIII - BYLAWS......................................................6
ARTICLE IX - AMENDMENT TO CHARTER AND BYLAWS........................6
Section 9.01 Proposals to Amend Charter and Bylaws ............................6
Section 9.02 Board Consideration of Proposed Amendments .......................6
Section 9.03 Vote Required for Amendments to Charter or Bylaws..................6
Section 9.04 City Council Approval of Proposed Charter Amendments..............6
ARTICLE X - COMMENCEMENT................................................7
ARTICLE XI - DISSOLUTION..................................................7
ARTICLE XII - APPROVAL OF CHARTER........................................7
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EXHIBIT A
CHARTER OF THE KENT DOWNTOWN
PUBLIC MARKET DEVELOPMENT AUTHORITY
ARTICLE I
NAME AND SEAL
Section 1.01 Name. The name of this authority shall be the Kent Downtown Public Market
Development Authority (hereinafter referred to as the "Authority").
Section 1.02 Seal. The Authority's seal shall be a circle with the name "Kent Downtown
Public Market 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 Ordinance of the City of Kent, Washington
(the "Ordinance").
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 City of Kent,
Washington (the "City"), its assets, credit, or services, on account of any debts, obligations, liabilities
or acts or omissions of the Authority.
Section 2.03 Mandatory Disclaimers. The following disclaimer shall be posted in a
prominent place where the public may readily see it in the Authority's principal and other offices.
It shall also be printed or stamped on all contracts, bonds, and other documents that may entail any
debt or liability by the Authority.
The Kent Downtown Public Market Development Authority is a public authority
organized pursuant to Ordinance , of the City of Kent and the laws of the State
of Washington, RCW 35.21.730 through RCW 35.21.757. RCW 35.21.750 provides
as follows: "[A]11 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
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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 the case of any obligations or liabilities of the Authority which, by their terms, are limited
recourse in nature, in lieu of the foregoing disclaimer, the following disclaimer shall be printed or
stamped on all contracts, bonds and other documents relating to or evidencing such limited recourse
obligations or liabilities of the Authority:
The obligations of the Authority with respect to [describe the contract, bond or
other limited recourse obligation] shall be and remain limited recourse obligations
of the Authority payable solely and only from [describe the particular properties,
assets or revenues of the Authority from which the limited recourse obligation
is payable]. In no event shall such obligations be payable from or by recourse
against any properties, assets or revenues of the Authority (other than those described
in the preceding sentence), nor shall such obligations be payable from or by recourse
against any properties, assets or revenues of the City of Kent, 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 Authority, the City of Kent, Washington, the State of Washington or any
other political subdivision thereof on account of such obligations or any liabilities,
of whatsoever nature, arising in connection therewith except to enforce for the
payment thereof out of [describe the particular properties, assets or revenues of
the Authority from which the limited recourse obligation is payable].
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 is to provide an independent legal entity under State law and
City Ordinance to undertake, assist with and otherwise facilitate or provide for the renovation and
operation of the landmark Lumberman Barn located at 212 Railroad Avenue North as the new home
for the Kent Downtown Public Market. Renovation of the barn to house a permanent, year-round,
indoor producer's public market will serve essential public purposes by relieving blight, creating a
permanent tourist attraction, expanding and reinforcing the viability of the central business district,
and facilitating private investment which will build the City's tax base and create jobs, all of which
are in the public interest. The Authority shall acquire and manage real property, secure financing,
undertake the renovation of the barn, and enter into agreements with other not-for-profit entities for
the development of the Market.
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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 City
of Kent (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 145 of the Internal
Revenue Code of 1986, as amended).
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 party 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 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. Management of all Authority affairs shall reside in the
Board. The Board shall be composed of five (5) members. The Mayor of Kent shall appoint all
Board Members subject to confirmation by the Kent City Council. Two of the Board Members shall
be nominated by the Kent Downtown Partnership.
Section 6.02 Terms of Office.
6.02.1. The terms of office of the initially appointed members of the Board shall commence
on the effective date of this charter and shall be staggered as follows:
a. Group I. One member for a two-year term;
b. Group II. Two members for three-year terms; and
C. Group I1I. Two members for four-year terms.
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6.02.2. In making the appointments of the initial board members, the Mayor shall designate
which members are assigned to the three groups identified in subsection 6.02.1 above for purposes
of determining the length of terms of such initial board members.
6.02.3. Except for the initial members of the board, each member shall be appointed to serve
for a four year term. Each member shall continue to serve until his or her successor has been
appointed and qualified.
6.02.4. Terms shall expire at the end of the day prior to the anniversary of the effective date
of the Charter of the year in which the respective group is scheduled to terminate. New appointees
or reappointees shall be processed in the manner provided herein.
Section 6.03 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.
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 6.03. 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 6.04 Officers and Division of Duties. The Authority shall have three or more
officers. The same person shall not occupy both the office of President and any office responsible
for the custody of funds and maintenance of accounts and finances. The initial officers of the
Authority shall be the President and Secretary -Treasurer. Additional officers may be provided for
in the Bylaws of the Authority. 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 Authority shall appoint an Executive Director who shall be the chief administrative
staff person to the Board of Directors. Subject to supervision by the Board of Directors, the
Executive Director shall have primary responsibility for all matters involving day-to-day operations
of the Authority and shall make recommendations to the Board of Directors on practices, policies
and programs of the Authority. The Executive Director shall have such powers and perform such
duties as may be prescribed from time to time by the Board and he or she shall be entitled to notices
of all meetings of the Board of Directors. The Board shall oversee the activities of the corporate
officers, establish and/or implement policy, participate in corporate activity in matters prescribed by
city ordinance, and shall have stewardship for management and determination of all corporate
affairs.
Section 6.05 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.
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Section 6.06 Committees. The appointment of other committees shall be provided for in
the Bylaws.
Section 6.07 Removal of Board Members. In addition to trusteeship and termination or
dissolution, respectively, if it is determined for any reason that any or all of the Board members
should be removed, with or without cause, and after appointment by the Mayor of appropriate
replacements and confirmation by the City Council, the City Council may by resolution remove any
or all Board members. The term of any Board member removed pursuant to this section shall expire
when the member receives a copy of the resolution removing him or her and a letter signed by the
Mayor advising him or her that he or she has been removed pursuant to this section.
A vacancy or vacancies on the Authority Board of Directors shall be deemed to exist in case
of the death, disability, resignation, removal, or forfeiture of membership. Vacancies on the Board
shall be filled by appointment and confirmation in the same manner in which members of the Board
are regularly appointed. Any person selected to fill a vacancy on the Board shall serve the balance
of the term of the person being replaced.
ARTICLE VII
MEETINGS
Section 7.01 Board Meetings.
The Board shall meet as necessary but not less 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. Notice of meetings shall be given, to the extent
required by law, in a manner consistent with the Open Public Meetings Act, Chapter 42.30 RCW.
At such meeting, any citizen shall have a reasonable opportunity to ask to address the Board either
orally or by written petition. 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.
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. The minutes of all Board meetings shall include a record of individual votes on all matters
requiring Board concurrence.
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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
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 ten (10) days' 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 ten (10)
days prior to any regular Board meeting or any special meeting of which fifteen (15) days' 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. If such notice and information is not so provided,
the Board may not vote on the proposed amendment until the next regular Board meeting or special
meeting of which fifteen (15) days' advance notice has been given and at least ten (10) days prior
to which meeting such notice and information is provided to Board members. 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 approving amendments to the 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 9.04 City Council Approval of Proposed Charter Amendments Proposed Charter
amendments adopted by the Board shall be submitted to the City Council for approval. The
Authority's Charter may be amended only by ordinance as provided in the Ordinance.
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ARTICLE X
COMMENCEMENT
The Authority shall commence its existence effective upon the issuance of its Charter as
sealed and attested by the City Clerk and the holding of the initial board meeting.
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 the City of Kent for use for public
purposes.
on
ARTICLE XII
APPROVAL OF CHARTER
ORIGINAL CHARTER APPROVED by Ordinance adopted by the Kent City Council
CERTIFICATE
I, the undersigned, City Clerk of the City of Kent, Washington, DO HEREBY CERTIFY that
the attached CHARTER OF THE KENT DOWNTOWN PUBLIC MARKET DEVELOPMENT
AUTHORITY is a true and correct original of that charter as authorized by Ordinance of the
City of Kent.
IN WITNESS WHEREOF, I have set my hand and affixed the official seal of the City of
Kent this day of 11998.
Brenda Jacober, City Clerk
City of Kent, Washington
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EXHIBIT B
BYLAWS OF THE KENT DOWNTOWN PUBLIC MARKET
DEVELOPMENT AUTHORITY
ARTICLE I
BOARD
Section 1.01. Composition of the Board. For the purpose of determining Board composition,
the anniversary of the issuance of the Charter shall be [insert effective date of Ordinance] of each
year.
Section 1.02. Vacancies. A vacancy or vacancies on the Board shall be deemed to exist in
the case of the death, disability, resignation or removal from office of any Board member as
provided herein.
ARTICLE II
OFFICERS AND COMMITTEES
Section 2.01. Officers Desi ng ated. The officers of the Board shall be a President and
Secretary -Treasurer, each of whom shall be elected by 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. Election. Qualification and Term of Office. Each of the officers shall be
elected by the Board from among its members. The officers shall be elected by the Board at the first
regular meeting after the term of new or reappointed Board members the unexpired term and until
his or her successor shall have been duly appointed and qualified.
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 Meeting. Regular meetings of the Board shall beheld at least
once every other month on the of each month at a.m./p.m. at
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; provided, however, that the Board may alter such regular meeting time and
place by resolution.
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 Chairperson or
a majority of the members of the Board.
Section 3.03. Notice of Regular Board Meetings. No notice of any regular meeting shall be
required, except for the first regular meeting after any change in the time or place of regular meetings
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. 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, to the extent required by law, pursuant to the State Open Public Meetings Act,
specifically including RCW 42.30.080, as now enacted or hereafter amended
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.
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 Kent City Council by giving notice to the City Clerk.
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 of
which thirty (30) days advance notice has been given.
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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 fifteen
(15) days prior to any regular Board meeting or any special meeting of which thirty (30) days'
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. If such notice and information is not so
provided, the Board may not vote on the proposed amendment until the next regular Board meeting
or special meeting of which thirty (30) days advance notice has been given and at least fifteen (15)
days prior to which meeting such notice and information is provided to Board members. 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 amendments to the Bylaws require an
affirmative vote of a majority of the Board members then in office as provided in the Charter.
Section 4.04. City Council Approval of Proposed Charter Amendments. Proposed Charter
amendments adopted by the Board shall be submitted to the City Council for approval. The
Authority's Charter may be amended only by ordinance as provided in Article IX of the Charter.
Section 4.05. Effective Date. Amendments to the Bylaws are effective upon adoption by
the Board.
ARTICLE V
ADMINISTRATIVE PROVISIONS
Section 5.01. Books and Records. 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.
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 Kent Downtown Public Market
Development Authority shall be [address], Kent, Washington.
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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, 1998.
ARTICLE VI
APPROVAL OF BYLAWS
APPROVED by Resolution No. adopted by the Board of the Kent Downtown Public
Market Development Authority on , 1998, and under the general authority
given to the Board by Ordinance No. adopted by the Kent City Council on
1998.
Print Name:
Its President
Print Name:
Its Secretary -Treasurer
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