ORD 09-602
ORDINANCE NO. 09-602
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
FEDERAL WAY, WASHINGTON, AUTHORIZING THE CREATION
OF A PUBLIC CORPORATION TO BE KNOWN AS THE SOUTH
CORRECTIONAL ENTITY FACILITY PUBLIC DEVELOPMENT
AUTHORITY; APPROVING A CHARTER AND BYLAWS;
ESTABLISHING A BOARD OF DIRECTORS TO GOVERN THE
AFFAIRS OF THE AUTHORITY; AND APPROVING PROCEDURES
FOR THE CONDUCT OF ITS AFFAIRS.
WHEREAS, pursuant to RCW 35.21.730 through 35.21.755, the City Council (the
"Council") of the City of Federal Way, Washington (the "City") may authorize the creation of a
public corporation as a separate legal entity to perform any lawful public purpose or public
function as therein authorized; and
WHEREAS, pursuant to chapter 39.34 RCW, the City has entered into the SCORE
lnterlocal Agreement (the "lnterlocal Agreement") with the Cities of Auburn, Des Moines,
Renton, Tukwila, Burien and SeaTac, Washington (together with the City, the "Member Cities")
for the formation of a governmental administrative agency known as the South Correctional
Entity ("SCORE"); and
WHEREAS, SCORE is responsible for the establishment and maintenance of a
consolidated correctional facility (the "SCORE Facility") to serve the Member Cities and federal
and state agencies and other local governments that may contract with SCORE in the future to
provide correctional services essential to the preservation of the public health, safety and
welfare; and
WHEREAS, the Member Cities have determined that the SCORE Facility will provide
improved correctional facilities within the boundaries of the consolidated service areas at a lower
total cost to the participating Member Cities than currently available alternatives or than the
participating Member Cities could individually provide; and
WHEREAS, the lnterlocal Agreement contemplates that the City will create a public
corporation for the purpose of issuing and servicing bonds that are secured by the full faith and
credit of the Member Cities in order to finance the acquisition, construction, equipping, and
improving of the SCORE Facility; and
WHEREAS, the City will act as the host city for the formation of the public corporation,
subject to the approval of each Member City; and
WHEREAS, the City has determined that chartering a public corporation to function on
its behalf in undertaking the acquisition, construction, equipping, and improvement of the
Ordinance No. 09-602
SCORE Facility will create a highly focused and dedicated entity that will accelerate progress,
provide for financing, pool limited resources and enhance opportunities to work with the
Member Cities and others critical to the successful construction and operation of a regional
correctional facility, all while ensuring appropriate public oversight and accountability; and
WHEREAS, the Council has been presented with drafts of a proposed charter (the
"Charter") and bylaws (the "Bylaws") for the establishment and chartering of a public
corporation to be known as the South Correctional Entity Facility Public Development
Authority, which will have as its purpose the issuance and servicing of one or more series of
bonds or other obligations to provide financing for the acquisition, construction, equipping, and
improving of a correctional facility pursuant to the terms of this ordinance and the Charter; and
WHEREAS, it appears in the best interest of the City to approve the Charter and Bylaws
for the South Correctional Entity Facility Public Development Authority as now proposed;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY,
WASHINGTON, DO ORDAIN AS FOLLOWS
Section 1.
Authority Created-City Liability Limited.
A. Authority Created. The Council hereby authorizes the creation of a public
corporation pursuant to RCW 35.21.730(5). The public corporation shall have all of the powers
set forth in this ordinance, RCW 35.21.730 through 35.21.755, and in its charter necessary to
finance and refinance the acquisition, construction, equipping, and improvement of a regional
correctional facility known as the South Correctional Entity Facility (the "SCORE Facility")
through the issuance and servicing of one or more series of bonds, notes or other obligations
(collectively, the "Bonds"), and to perform any other function specified in its charter.
B. Name. The name of the public corporation shall be the "South Correctional
Entity Facility Public Development Authority" (hereinafter the "Authority").
C. Seal. The corporate seal of the Authority shall carry the name of the Authority.
D. City Liability Limited. The Authority is an independent legal entity exclusively
responsible for its own debts, obligations and liabilities. Except as specifically agreed in writing
by the City, the Authority may not create, and shall take no action that might impose, liability
upon the City. All liabilities incurred by the Authority shall be satisfied exclusively from the
assets, credit, and properties of the Authority, and no creditor or other person shall have any right
of action against or recourse to the City, its assets, credit, or services, on account of any debts,
obligations, liabilities or acts or omissions of the Authority.
The charter of the Authority shall provide that the Authority is organized pursuant to this
ordinance and RCW 35.21.730 through 35.21.755 and state as follows: "[A]llliabilities 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
Ordinance No. 09-602
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." Such statement shall be displayed in a prominent
location in the principal office or other offices of the Authority. It shall also be printed or
stamped on all contracts, bonds, and other documents that may entail. any debt or liability by the
Authority.
E. Contributions of the Cities. The City and the Cities of Auburn, Des Moines,
Renton, Tukwila, Burien, and SeaTac, Washington (together with the City, the "Member Cities")
shall each pay an allocable portion of the budgeted expenses of maintenance and operation of the
SCORE Facility not paid from other sources, which allocable portion shall be determined as
provided in the Interlocal Agreement. In addition to the foregoing commitment, each Member
City shall contribute funds in the percentages provided for in the Interlocal Agreement to pay
debt service on Bonds as the same shall become due and payable and to pay administrative
expenses of the Authority with respect to the Bonds (referred to herein as the respective Member
City's "Capital Contribution"). No Member City shall be obligated to pay the Capital
Contribution of any other Member City; the obligations of each Member City with respect to the
Bonds shall be limited to its allocable share of such obligations; all such payments shall be made
by the Member City without regard to the payment or lack thereof by any other jurisdiction; and
each Member City shall be obligated to budget for and pay its Capital Contribution unless
relieved of such payment in accordance with the Interlocal Agreement. All payments with
respect to the Bonds shall be made to SCORE in its capacity as administrator and servicer of the
Bonds to be issued by the Authority.
The obligation of each Member City to pay its Capital Contribution shall be an
irrevocable full faith and credit obligation of such Member City, payable from property taxes
levied within the constitutional and statutory authority provided without a vote of the electors of
the Member City on all of the taxable property within the Member City and other sources of
revenues available therefor. Each Member City has or will obligate itself and commit to budget
for and pay its Capital Contribution and to set aside and include in its calculation of outstanding
nonvoted general obligation indebtedness an amount equal to the principal component of its
Capital Contribution for so long as Bonds remain outstanding.
Section 2. Powers--Generally. Except as limited by the constitution of the State of
Washington (the "State"), 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. The Authority may conduct activities outside of the boundaries of the
City upon a determination by the Council that the activity will further the purposes of the
Authority, subject, however, to the applicable limitations set forth in RCW 35.21.740. The
Council hereby authorizes the Authority to acquire, equip, construct, improve and maintain the
SCORE Facility located in the City of Des Moines, Washington pursuant to the terms of the
Interlocal Agreement.
Section 3. Limitation of Powers. The activities and transactions of the Authority
shall be limited in the following respects:
Ordinance No. 09-602
A. The Authority shall have no power of eminent domain nor any power to levy
taxes or special assessments.
B. Except as otherwise agreed to by a Member City, the Authority may not incur or
create any liability that permits recourse by any contracting party or member of the public to any
assets, services, resources, or credit of a Member City.
C. No funds, assets, or property of the Authority shall be used for any partisan
political activity or to further the election or defeat of any candidate for public office; nor shall
any funds or a substantial part of the activities of the Authority be used for publicity or
educational purposes designed to support or defeat legislation pending before the Congress of the
United States, the State Legislature or the Council of the Member Cities; provided, however, that
funds may be used for representatives of the Authority to communicate with members of
Congress, State legislators or city council members concerning funding and other matters
directly affecting the Authority, so long as such activities do not constitute a substantial part of
the Authority's and unless such activities are specifically limited in its charter.
D. All funds, assets, or credit of the Authority shall be applied toward or expended
upon services, projects, and activities authorized by its charter. No part of the net earnings of the
Authority shall inure to the benefit of, or be distributable as such to, the board members or other
private persons, except that the Authority is authorized and empowered to:
(i) Reimburse Board Members, employees and others performing services for
the Authority reasonable expenses actually incurred in performing their duties, and
compensate employees and others performing services for the Authority a reasonable
amount for services rendered;
(ii) Assist board members or employees as members of a general class of
persons to be assisted by a corporate approved project or activity to the same extent as
other members of the class as long as no special privileges or treatment accrues to such
board members or employees by reason of his or her status or position in the Authority;
(iii) Defend and indemnify any current or former board member or employee
and their successors against all costs, expenses, judgements, and liabilities, including
attorneys' fees, reasonably incurred by or imposed upon him or her in connection with or
resulting from any claim, action, or proceeding, civil or criminal, in which he or she is or
may be made a party by reason of being or having been a board member or employee, or
by reason of any action alleged to have been taken or omitted by him or her in such
position, provided that he or she was acting in good faith on behalf of the Authority and
within the scope of duties imposed or authorized by law. This power of indemnification
shall not be exclusive of other rights to which board members or employees may be
entitled as a matter of law;
(iv) Purchase insurance to protect and hold personally harmless any of its
board members, employees and agents from any action, claim, or proceeding instituted
against the foregoing individuals arising out of the performance, in good faith, of duties
Ordinance No. 09-602
for, or employment with, the Authority and to hold these individuals harmless from any
expenses connected with the defense, settlement, or monetary judgements from such
actions, claims, or proceedings. The purchase of such insurance and its policy limits shall
be discretionary with the board, and such insurance shall not be considered to be
compensation to the insured individuals. The powers conferred by this subsection shall
not be exclusive of any other powers conferred by law to purchase liability insurance; and
(v) Sell assets for a consideration greater than their reasonable market value
or acquisition costs, charge more for services than the expense of providing them, or
otherwise secure an increment in a transaction, or carry out any other transaction or
activity, as long as such gain is not the object or purpose of the Authority's transactions
or activities and is applied to or expended upon services, projects, and activities as
aforesaid.
E. The Authority shall not issue shares of stock, pay dividends, make private
distribution of assets, make loans to its board members or employees or otherwise engage in
business for private gain.
Section 4. Charter. The charter of the Authority (the "Charter") is hereby approved
in the form set forth at Exhibit A. The Charter shall be issued in duplicate originals, each signed
by the City Mayor and bearing the City seal attested by the City Clerk. One original shall be
filed with the Clerk of the Council and filed as a public record. A duplicate original shall be
provided to the Authority.
Amendments to the Charter may be initiated by the Board Members or by the Renton
City Council. All amendments to the Charter initiated by the Renton 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 as provided in the Charter. After adoption of a Charter
amendment, the revised Charter shall be issued and filed in the same manner as the original
Charter.
Section 5. Effect ofIssuance of Charter. The Authority shall commence its existence
effective upon fulfillment of all of the following:
(a) Each of the Councils of the Member Cities has approved the creation of the
Authority by the City;
(b) This ordinance has become effective; and
(c) The charter shall have been executed, and the Charter and bylaws ofthe Authority
(the "Bylaws") shall be on file with the City Clerk.
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 Authority has been
established in compliance with the procedures of this ordinance.
Ordinance No. 09-602
Section 6. Board of Directors; Officers. The SCORE Administrative Board
established pursuant to Section 5 of the Interlocal Agreement shall act ex officio as the board of
the Authority (the "Board"). All corporate powers of the Authority shall be exercised by or
under the authority of the Board; and the business, property and affairs of the authority shall be
managed under the supervision of the Board, except as may be otherwise provided by law or in
the Charter. The Board shall have officers as provided in the Charter.
Section 7. Meeting. Within ninety (90) days after issuance of the Charter, the City
Mayor shall call an organizational meeting of the initial Board, giving at least ten (10) days'
advance written notice to each, unless waived in writing. At such meeting, the Board shall
organize itself, appoint officers, and select its place of business. All Board meetings, including
executive, all other permanent and ad hoc committee meetings, shall be open to the public to the
extent required by chapter 42.30 RCW.
Section 8. Bylaws. The Bylaws of the Authority are hereby approved in the form set
forth at Exhibit B. 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 9. Funds of the Authority. All money belonging to or collected for the use of
the Authority coming into the hands of any officer thereof shall immediately be deposited with a
legal depository to the credit of the Authority for the benefit of the funds to which they belong.
The use of funds of the Authority for any purpose not authorized by law by any officer having
possession or control thereof is prohibited.
Section 10. Bonds and Notes. Bonds issued by the Authority may be secured by
revenues and receipts as may be designated in the proceedings under which the issuance of the
bonds or notes is authorized. All Bonds issued shall carry in a prominent place thereon the
statement set forth in Section 1 (D) of this ordinance. All Bonds or liabilities occurring
thereunder shall be satisfied exclusively from the assets or credit of the Authority, and no
creditor or other person shall have any recourse to the assets, credit, or services of the City
thereby, unless the City shall expressly, in writing, guarantee such debt.
Bonds of the Authority may be sold at such price or prices, at public or private sale, in
such manner and from time to time as may be determined by the Authority. The Authority may
issue Bonds from time to time that are secured by the full faith and credit of the Member Cities
in the aggregate principal amount of not to exceed $100,000,000 (not including any bonds or
notes to be refunded with proceeds of such Bonds) for the purposes set forth in the Interlocal
Agreement. Bonds issued in excess of such amount shall require additional council approval by
each Member City. Bonds may be payable at such place or places whether within or without the
State, may bear interest at such rate or rates, may be in such form and denominations and of such
tenor and maturities, may be in bearer form or in registered form as to principal and interest or as
to principal alone, reserve such rights to redeem at such price or prices and after such notice or
notices and on such terms and conditions, all as the Authority may determine and provide in the
proceedings under which such Bonds shall be issued.
Ordinance No. 09-602
The Authority may at the time of the issuance of such Bonds make such covenants with
the purchasers and holders of said Bonds as it may deem necessary to secure and guarantee the
payment of the principal thereof and the interest thereon, including but not limited to: covenants
to set aside adequate reserves to guarantee payment of principal and interest; to appoint a trustee
or trustees to safeguard the expenditure of the proceeds of sale of such Bonds and to take
possession and use or operate and manage corporate assets securing the Bonds in event of default
or insolvency of the Authority, with such powers as maybe contained in any covenants relating
to the Bonds; and to limit the amount, time, and conditions under which additional Bonds may be
issued or debts incurred.
The Authority may pay expenses, premiums and commISSIOns which it may deem
necessary in connection with the issuance and sale of its Bonds and take such other actions or
make such commitments as are necessary or convenient in the issuance and servicing of such
Bonds and as are consistent with this ordinance although not enumerated herein.
Section 11. Discrimination Prohibited. Membership to the Board shall not be directly
or indirectly based upon or limited by age, race, color, religion, sex, national origin, sexual
orientation or the presence of any physical handicap. Furthermore, the Authority shall not
discriminate in any matter related to employment because of age, race, color, religion, sex,
national original, sexual orientation or the presence of any physical handicap. The Authority
shall, in all solicitation or advertisements for employees placed by or on behalf of the Authority,
if any, state that all qualified applicants will receive consideration for employment without
regard to age, race, color, religion, sex, national origin, sexual orientation or the presence of any
physical handicap.
Section 12.
Dissolution.
A. If five of the Councils of the Member Cities, each by ordinance, make an
affirmative finding that dissolution is warranted for any reason, the existence of the Authority
shall be terminated by ordinance of the Renton 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 enactment of an ordinance by the Renton City Council for dissolution of the
Authority, the Authority shall file a dissolution statement signed by its president setting forth:
(i) The name and principal office of the Authority;
(ii) The debts, obligations and liabilities of the Authority, and the property and
assets available to satisfy the same; the provisions to be made for satisfaction of
outstanding liabilities and performance of executory contracts; and the estimated time for
completion of its dissolution;
(iii) Any pending litigation or contingent liabilities;
Ordinance No. 09-602
(iv) The Board resolution providing for such dissolution and the date(s) and
proceedings leading toward its adoption, whenever the dissolution be voluntary; and
(v) A list of persons to be notified upon completion ofthe dissolution.
The City Mayor shall review the dissolution statement filed and oversee the dissolution to
protect the public interest and prevent impairment of obligation, or if so authorized by law,
authorize or initiate proceedings in the Superior Court for the appointment and supervision of a
receiver for such purposes.
Upon satisfactory completion of dissolution proceedings, the City shall indicate such
dissolution by inscription of "charter cancelled" on the original Charter of the Authority, on file
with the Clerk of the Council and, when available, on the duplicate original of the Authority, and
the existence of the Authority shall cease. The City shall give notice thereof pursuant to
Washington State law and to other persons requested by the 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 SCORE as provided in the Charter.
D. Notwithstanding the foregoing, the Authority shall not be dissolved until all
Bonds issued by the Authority are no longer outstanding.
Section 13. Public Corporation. The Authority is a public corporation created
pursuant to RCW 35.21.730 through 35.21.755 as a separate legal entity from the City.
Section 14. Ancillary Authority. The administrative staff of the City 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 15. Liberal Construction. This ordinance shall be liberally construed so as to
effectuate its purposes and the purposes ofRCW 35.21.730 through 35.21.755.
Section 16. Severability. Should any section, subsection, paragraph, sentence,
clause, or phrase of this chapter, or its application to any person or situation, be declared
unconstitutional or invalid for any reason, such decision shall not affect the validity of the
remaining portions of this chapter or its application to any other person or situation. The City
Council of the City of Federal Way hereby declares that it would have adopted this chapter and
each section, subsection, sentence, clauses, phrase, or portion thereof, irrespective of the fact that
anyone or more sections, subsections, sentences, clauses, phrases, or portions be declared
invalid or unconstitutional.
Ordinance No. 09-602
Section 17. Corrections. The City Clerk and the codifiers of this ordinance are
authorized to make necessary corrections to this ordinance including, but not limited to, the
correction of scrivener/clerical errors, references, ordinance numbering, section/subsection
numbers and any references thereto.
Section 18. Ratification. Any act consistent with the authority and prior to the effective
date of this ordinance is hereby ratified and affirmed.
Section 19. Effective Date. This ordinance shall take effect and be in force thirty (30)
days from and after its passage and publication, as provided by law.
PASSED by the City Council of the City of Federal Way this 6th day of January 2009.
CITY OF FEDERAL WAY
ATTEST:
APPROVED AS TO FORM:
io;c:(} ~
CITY ATTORNEY, PATRICIA A. RICHARDSON
FILED WITH CITY CLERK: 12-30-2008
PASSED BY CITY COUNCIL: 01-06-2009
PUBLISHED NEWPAPER: 01-10-2009
EFFECTIVE DATE: 02-09-2009
ORDINANCE NO.: 09-602
Ordinance No. 09-602
Ordinance No. 09-602
CHARTER
OF
SOUTH CORRECTIONAL ENTITY FACILITY
PUBLIC DEVELOPMENT AUTHORITY
TABLE OF CONTENTS
Pa2e
ARTICLE I NAME AND AUTHORITY SEAL ................................................................. 1
ARTICLE II AUTHORITY FOR SOUTH CORRECTIONAL ENTITY FACILITY
PUBLIC DEVELOPMENT AUTHORITY; LIMIT ON LIABILITy............ 1
Section 1. Authority...... .... .... ......... ................................... ........ ..................... 1
Section 2. Limitation on Liability .................................................................. 1
Section 3. Mandatory Disclaimer............ ....... ............ ......... .............. ............. 2
ARTICLE III DURATION OF AUTHORITY ....................................................................... 3
ARTICLE IV PURPOSE OF AUTHORITY ..........................................................................3
ARTICLE V POWERS OF AUTHORITY ........................................................................... 3
ARTICLE VI LIMITS ON AUTHORITY POWERS.............................................................4
ARTICLE VII ORGANIZA TION OF AUTHORITY..............................................................5
Section 1. Board of Directors and Tenure...................................................... 5
Section 2. Board Concurrence and Quorum Defined..................................... 5
Section 3. Right to Indemnification ............................................................... 6
Section 4. Conflict oflnterest and Code of Ethics......................................... 6
ARTICLE VIII OFFICERS OF AUTHORITY .........................................................................6
Section 1. Officers and Division of Duties .................................................... 6
Section 2: Committees... ............. ..... ........ ... ................ .... .......... ....... .... .......... 7
ARTICLE IX COMMENCEMENT OF AUTHORITy......................................................... 7
ARTICLE X BYLAWS .........................................................................................................7
ARTICLE XI MEETINGS OF THE AUTHORITY ............................................................... 7
Section 1. Time and Place of Meetings.......................................................... 7
Section 2. Notice of Meetings ..... ......................... ........... ......... ... .......... ......... 7
Section 3. Notice of Special Board Meetings ................................................ 8
Section 4. Waiver of Notice ........................................................................... 8
Section 5. Notice to City Council ..................................................................8
Section 6. Open Public Meetings...................................................................8
Section 7. Telephonic Participation ............................................................... 9
Section 8. Parliamentary Authority ................................................................9
Section 9. Minutes....... ......... .... ................. .... ......... ............... ..... ........ ........... 9
ARTICLE XII CON STITUEN CY ............ .... ..... ........... .... ...... ............... ........... .............. ... ...... 9
ARTICLE XIII AMENDMENTS TO CHARTER AND BYLAWS ........................................9
Section 1. Proposals to Amend Charter and Bylaws...................................... 9
Section 2. Proposals Initiated by the Board ................................................... 9
Section 3. Board Consideration of Proposed Amendments......................... 10
Section 4. V ote Required for Amendments to Charter or Bylaws ............... 10
Ordinance No. 09-602
Charter - i
Section 5. City Council Approval of Proposed Charter Amendments ........ 10
ARTICLE XIV MISCELLANEOUS ....................................................................................... 10
Section 1. Geographic Limitation .................................. .............................. 10
Section 2. Safeguarding of Funds ................................................................ 11
Section 3. Public Records ............................................................................ 11
Section 4. Reports and Information; Audits................................................. 11
Section 5. Dissolution. .................................... .......... .... .............. ............ ..... 11
Section 6. Nondiscrimination........ ...................... ......... ..... ........... .......... ... ... 12
Section 7 . Nonexclusive Charter...... .... ...................... ............. ........... .......... 12
ARTICLE XV APPROVAL OF CHARTER ....... ........................ ...................... ........... ......... 12
Ordinance No. 09-602
Charter - ii
CHARTER
OF
SOUTH CORRECTIONAL ENTITY FACILITY
PUBLIC DEVELOPMENT AUTHORITY
ARTICLE I
NAME AND AUTHORITY SEAL
The name of this corporation shall be the "South Correctional Entity Facility Public
Development Authority" (hereinafter referred to as the "Authority"). The corporate seal of the
Authority shall be a circle with the name of the Authority and the word "SEAL" inscribed
therein.
ARTICLE II
AUTHORITY FOR SOUTH CORRECTIONAL ENTITY FACILITY PUBLIC
DEVELOPMENT AUTHORITY; LIMIT ON LIABILITY
Section 1.
Authority.
The Authority is a public corporation organized pursuant to Revised Code of Washington
("RCW") 35.21.730 through 35.21.755, as the same now exist or may hereafter be amended, or
any successor act or acts (the "Act") and Ordinance No. of the City of Renton,
Washington, passed on , 2008 (the "Ordinance"). Formation of the Authority
was approved by Ordinance No. _ of the City of Auburn, passed on , 2008,
Ordinance No. _ of the City of Des Moines, passed on ,2008, Ordinance No. 09-
602 of the City of Federal Way, passed on January 6, 2009, Ordinance No. _ of the City of
Tukwila, passed on , 2008, Ordinance No. _ of the City of Burien, passed on
, 2008, and Ordinance No. _ of the City of SeaTac, passed on
2008.
Section 2.
Limitation 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 Renton, Auburn, Des
Moines, Federal Way, Tukwila, Burien and SeaTac, Washington (collectively, the "Member
Cities"), its assets, credit, or services, on account of any debts, obligations, liabilities or acts or
omissions ofthe Authority.
Ordinance No. 09-602
Charter - 1
Section 3.
Mandatory Disclaimer.
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 South Correctional Entity Facility Public Development
Authority is organized pursuant to Ordinance No. _ of the City
of Renton, Washington adopted on , 2008, and
approved by Ordinance No. _ of the City of Auburn,
Washington adopted on , 2008, Ordinance No. of
the City of Des Moines, Washington adopted on
2008, Ordinance No.09-602 of the City of Federal Way,
Washington adopted on January 6,2009, Ordinance No. _ of the
City of Tukwila, Washington adopted on , 2008,
Ordinance No. _ of the City of Burien, Washington adopted on
, 2008, and Ordinance No. _ of the City of SeaTac,
Washington adopted on , 2008, each as existing or as
hereinafter amended, and RCW 35.21.730 through 35.21.755.
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
Renton, Auburn, Des Moines, Federal Way, Tukwila, Burien or
SeaTac, 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
Renton, Auburn, Des Moines, Federal Way, Tukwila, Burien, or
SeaTac, 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 Renton, Auburn, Des Moines, Federal Way,
Tukwila, Burien or SeaTac, Washington.
Any of the Member 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 Member City shall be obligated beyond the proportion or sum
specified by ordinance or contract, and (2) no Member City shall be obligated, directly or
indirectly for the obligations of any other Member City.
Ordinance No. 09-602
Charter - 2
ARTICLE III
DURATION OF AUTHORITY
The duration of this corporation shall be perpetual.
ARTICLE IV
PURPOSE OF AUTHORITY
Pursuant to chapter 39.34 RCW, the Member Cities have entered into the SCORE
Interlocal Agreement (the "Interlocal Agreement") for the formation of a governmental
administrative agency known as the South Correctional Entity ("SCORE"). SCORE is
responsible for the establishment and maintenance of a consolidated correctional facility (the
"SCORE Facility") to serve the Member Cities and federal and state agencies and other local
governments that may contract with SCORE to provide correctional services essential to the
preservation of the public health, safety and welfare. The purpose of the Authority is to provide
an independent legal entity under RCW 35.21.730-.755 and the Ordinance to issue debt to
finance and refinance the acquisition, construction, equipping and improvement of the SCORE
Facility. Such debt may be issued in one or more series, may be in the form of bonds, notes or
other evidences of indebtedness to provide interim and permanent financing for the SCORE
Facility and thereafter, to finance or refinance equipment, completion, expansion and other
capital improvements essential to maintain the SCORE Facility's functionality as deemed
necessary by the Board. Such bonds, notes, and other evidences of indebtedness are collectively
referred to herein as the "Bonds." Bonds may be issued from time to time by the Authority
upon 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, two of which shall have the highest and the second
highest average daily population at the SCORE Facility calculated at the time of the vote.
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 Renton, Washington (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 of1986, as amended).
ARTICLE V
POWERS OF AUTHORITY
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.
Ordinance No. 09-602
Charter - 3
ARTICLE VI
LIMITS ON AUTHORITY POWERS
The Authority in all activities and transactions shall be limited in the following respects:
1. The Authority shall have no power of eminent domain or any power to levy taxes
or special assessments.
2. Except as otherwise agreed to by a Member City, the Authority may not incur or
create any liability that permits recourse by any contracting party or member of the public to any
assets, services, resources, or credit of a Member City.
3. No funds, assets, or property of the Authority shall be used for any partisan
political activity or to further the election or defeat of any candidate for public office; nor shall
any funds or a substantial part of the activities of the Authority be used for publicity or
educational purposes designed to support or defeat legislation pending before the Congress of the
United States, or the legislature of the State or the Council of a Member City; provided,
however, that funds may be used for representatives of the Authority to communicate with
members of Congress, State legislators or members of the Councils of the Member Cities
concerning funding and other matters directly affecting the Authority, so long as such activities
do not constitute a substantial part of the Authority's activities.
4. All funds, assets, or credit of the Authority shall be applied toward or expended
upon services, projects, and activities authorized by this Charter. No part of the net earnings of
the Authority shall inure to the benefit of, or be distributable as such to, Board Members, officers
or other private persons, except that the Authority is authorized and empowered to:
(A) Reimburse Board Members, employees and others performing services for
the Authority reasonable expenses actually incurred in performing their duties, and
compensate employees and others performing services for the Authority a reasonable
amount for services rendered;
(B) Assist Authority Board Members or employees as members of a general
class of persons to be assisted by a corporate-approved project or activity to the same
extent as other members of the class as long as no special privileges or treatment accrues
to such Board Member or employee by reason of his or her status or position in the
Authority;
(C) Defend and indemnify any current or former Board Member or employee
and their successors against all costs, expenses, judgments, and liabilities, including
attorneys' fees, reasonably incurred by or imposed upon him or her in connection with or
resulting from any claim, action, or proceeding, civil or criminal, in which he or she is or
may be made a party by reason of being or having been a Board Member or employee or
by reason of any action alleged to have been taken or omitted by him or her in such
position, provided that he or she was acting in good faith on behalf of the Authority and
Ordinance No. 09-602
Charter - 4
within the scope of duties imposed or authorized by law. This power of indemnification
shall not be exclusive of other rights to which Board Members or employees may be
entitled as a matter oflaw;
(D) Purchase insurance to protect and hold personally harmless any current or
former Board Member or employee and their successors from any action, claim, or
proceeding instituted against the foregoing individuals arising out of the performance, in
good faith, of duties for, or employment with, the Authority and to hold these individuals
harmless from any expenses connected with the defense, settlement, or monetary
judgments from such actions, claims, or proceedings. The purchase of such insurance
and its policy limits shall be discretionary with the Board Members, and such insurance
shall not be considered to be compensation to the insured individuals. The powers
conferred by this subsection shall not be exclusive of any other powers conferred by law
to purchase liability insurance; and
(E) Sell assets for a consideration greater than their reasonable market value
or acquisition costs, charge more for services than the expense of providing them, or
otherwise secure an increment in a transaction, or carry out any other transaction or
activity, as long as such gain is not the object or purpose of the Authority's transactions
or activities and is applied to or expended upon services, projects, and activities as
aforesaid.
5. The Authority shall not issue shares of stock, pay dividends, make private
distribution of assets, make loans to its Board Members or employees or otherwise engage in
business for private gain.
ARTICLE VII
ORGANIZATION OF AUTHORITY
Section 1.
Board of Directors and Tenure
The management of all Authority affairs shall reside in a Board of Directors. The
SCORE Administrative Board created pursuant to Section 4 of the 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 SCORE Administrative Board.
Ordinance No. 09-602
Charter - 5
Section 2. Board Concurrence and Quorum Defined. "Board concurrence" 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 four (4)
votes. Four (4) voting Board Members must be present at any regular or special meeting of the
Board to comprise a quorum, and for the Board to transact any business. Proxy voting shall not
be allowed. The Bylaws of the Authority may prescribe Board quorum restrictions that equal or
exceed the quorum restrictions imposed in this Section. 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 3.
Right to 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 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.
Section 4.
Conflict of Interest and Code of Ethics.
The Authority shall, in the Bylaws, adopt a code of ethics policy for Board Members. All
Board Members will be required to disclose any information concerning actions or activities of
the candidate or his/her immediate family that present a potential conflict of interest as a Board
Member.
ARTICLE VIII
OFFICERS OF AUTHORITY
Section 1.
Officers and Division of Duties.
The Authority shall have at least one officer, the President, selected as provided in the
Bylaws. Subject to the control of the Board, the President shall have general supervision,
direction and control of the business and affairs of the Authority. The President shall be the
agent of the Authority for service of process. On matters decided by the Authority, unless
otherwise required under the Ordinance or by this Charter, the signature of the President alone is
sufficient to bind the corporation.
The Bylaws may designate additional corporate officials as agents to receive or initiate
Ordinance No. 09-602
Charter - 6
process. The Board also may provide for additional officers, e.g., Vice President, Secretary,
and/or Treasurer. The President and the Treasurer may not be the same person. The day to day
affairs of the Authority, including debt administration, shall be managed by the Facilities
Director of the SCORE Facility, in the manner provided in the Interlocal Agreement.
Section 2.
Committees.
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. The
appointment of other committees shall be provided for in the Bylaws.
ARTICLE IX
COMMENCEMENT OF AUTHORITY
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 Renton as provided in the Ordinance.
ARTICLE X
BYLA WS
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 XI
MEETINGS OF THE AUTHORITY
Section 1.
Time and Place of Meetings.
Regular meetings of the Board shall be held at least two times per year at a regular time
and place to be determined by the Board by resolution. At the last regular meeting of the
calendar year, the Board shall adopt a resolution specifying the date, time and place of regular
meetings for the upcoming calendar year. A copy of the resolution shall be distributed in the
same manner as notice of special meetings is provided pursuant to Section 3 below. Special
meetings ofthe Board may be held at any place at any time whenever called by the President or a
majority of the Board Members.
Section 2.
Notice of Meetings.
No notice of regular meetings shall be required, except for the first regular meeting after
any change in the time or place of such meeting adopted by resolution of the Board as provided
Ordinance No. 09-602
Charter - 7
above. Notice of such changed regular meeting shall be given by the President or by the person
or persons calling the meeting by email or by personal communication over the telephone to each
Board Member least 24 hours prior to the time of the meeting or by at least three (3) days' notice
by mail, telegram, electronic or written communication. If mailed, notice shall be mailed by
United States mail, postage prepaid, to the last known address of each Board Member.
Section 3.
Notice of Special Board Meetings.
Notice of all special meetings of the Board of Directors shall be given by the President or
by the person or persons calling the special meeting in accordance with RCW 42.30.080 by
delivering personally, by electronic means or by mail written notice at least 24 hours prior to the
time of the meeting to each Board Member, to each local newspaper of general circulation and to
each radio or television station that has requested notice and to any other individual specifically
requesting it in writing. The call and notice of all special meetings shall specify the time and
place of all special meetings and the business to be transacted. Final disposition shall not be
taken by the Board on any other matters at such special meetings. At any regular meeting of the
Board, any business may be transacted and the Board may exercise all of its powers.
Section 4.
Waiver of Notice.
Notice as provided in Sections 2 and 3 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 XIII of this Charter
concerning proposed amendments to this Charter or Bylaws and votes on such amendments, may
not be waived.
Section 5.
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 Member Cities by giving notice to the City Clerk of each of the foregoing
Member Cities.
Section 6.
Open Public Meetings.
All Board meetings, including executive, all other permanent and ad hoc committee
meetings, shall be open to the public to the extent required by chapter 42.30 RCW. The Board
and committees may hold executive sessions to consider matters enumerated in chapter 42.30
RCW or privileged matters recognized by law, and shall enter the cause therefor in its official
journal. Notice of meetings shall be given in a manner consistent with the Ordinance and
chapter 42.30 RCW. In addition, the Authority shall provide reasonable notice of meetings to
any individual specifically requesting it in writing. At such meetings, any person shall have a
reasonable opportunity to address the Board either orally or by written petition.
Ordinance No. 09-602
Charter - 8
Section 7.
Telephonic Participation
Board Members may participate in a regular or special meeting through the use of any
means of communication by which all Board Members and members of the public participating
in such meeting can hear each other during the meeting. Any Board Member participating in a
meeting by such means is deemed to be present in person at the meeting for all purposes
including, but not limited to, establishing a quorum.
Section 8.
Parliamentary Authority.
The rules in Robert's Rules of Order (newly revised) shall govern the Authority in all
cases to which they are applicable, where they are not inconsistent with this Charter or with the
special rules of order of the Authority set forth in the Bylaws.
Section 9.
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. The minutes of all Board meetings shall include a
record of individual votes on all matters requiring Board approval.
ARTICLE XII
CONSTITUENCY
There shall be no constituency of the Authority.
ARTICLE XIII
AMENDMENTS TO CHARTER AND BYLAWS
Section 1.
Proposals to Amend Charter and Bylaws.
Proposals to amend this Charter may be initiated by the Renton City Councilor by the
Board Members. Proposals to amend the Bylaws may be initiated by the Board Members.
Proposals to amend the Charter initiated by the Renton City Council shall be presented to the
Board in a format as provided in Section 2(1), 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 2 and 3.
Section 2.
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
Ordinance No. 09-602
Charter - 9
Bylaws (which may consist of new Bylaws) at any regular meeting or at any special meeting of
which 30 days advance written notice has been given to members of the Board. Any notice
required by this Article may be given by telegram, electronic or written communication. If
mailed, notice shall be mailed by United States mail, postage prepaid, to the last known address
of each Board Member.
Section 3.
Board Consideration of Proposed Amendments.
If written 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 Board Members at least 30 days 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 4.
V ote 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 four (4) votes. Amendments to this Charter shall be effective
as provided in Section 5 of this Article. Amendments to the Bylaws shall be effective upon
adoption by the Board.
Section 5.
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 Member Cities; provided, however, that no amendment to the
Charter shall be effective until approved by the Renton City Council and the Councils of four (4)
of the other Member Cities.
ARTICLE XIV
MISCELLANEOUS
Section 1.
Geographic Limitation.
The Authority may conduct activities outside of the boundaries of the City of Renton,
Washington, including but not limited to acquiring, equipping, constructing, improving and
maintaining the SCORE Facility located in the City of Des Moines, Washington, upon
determination by the Renton City Council that each such activity will further the purposes of the
Authority, subject, however, to the applicable limitations set forth in RCW 35.21.740.
Ordinance No. 09-602
Charter - 10
Section 2.
Safeguarding of Funds.
Authority funds shall be deposited in a qualified public depository as determined by the
Washington Public Deposit Protection Commission.
Section 3.
Public Records.
The Authority shall maintain all of its records in a manner consistent with the
Preservation and Destruction of Public Records Act, chapter 40.14 RCW. The public shall have
access to records and information of the Authority to the extent as may be required by applicable
laws.
Section 4.
Reports and Information; Audits.
Within three (3) months after the end of the Authority's fiscal year, the Authority shall
file an annual report with the Finance Director and Council of each Member City containing an
audited statement of assets and liabilities, income and expenditures and changes in the
Authority's financial position during the previous year; a summary of significant
accomplishments; a list of depositories used; a projected operating budget for the current fiscal
year; a summary of projects and activities to be undertaken during the current year; a list of a list
of officers of the Board; and a list of individuals, if any, that are bonded pursuant.
The Authority shall, at any time during normal business hours and as often as each City
Finance Director or the State Auditor deem necessary, make available to each City Finance
Director and the State Auditor for examination all of the Authority's financial records, and shall
permit the each City Finance Director and State Auditor to audit, examine and make excerpts or
transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls,
records of personnel, conditions of employment and other data relating to all the aforesaid
matters.
Section 5.
Dissolution.
Dissolution of the Authority shall be in the form and manner required by this Charter,
Washington State law, the Ordinance, and the Bylaws. Dissolution proceedings may be initiated
by the Council of any of the Member Cities or, if the Board makes an affirmative finding that
dissolution is necessary or appropriate, the Board may adopt a resolution requesting Councils of
the Member Cities to adopt an ordinance dissolving the Authority. In either case, if five (5) of
the Councils of the Member Cities, each by ordinance, make an affirmative finding that
dissolution is warranted for any reason, then the existence of the Authority shall be terminated by
ordinance of the Renton City Council.
Upon dissolution of the Authority and the winding up of its affairs, the Board shall file a
dissolution statement as provided in the Ordinance. Title to all remaining property or assets of
the Authority shall vest in SCORE or if there is no SCORE in existence at the time, then all
property and assets shall be distributed to the Member Cities in an allocable amount calculated as
provided in the Interlocal Agreement.
Ordinance No. 09-602
Charter - 11
Notwithstanding the foregoing, the Authority shall not be dissolved until all Bonds issued
by the Authority are no longer outstanding. [question for the working group - would you like to
add a provision that automatically dissolves the Authority once the debt is paid off?]
Section 6.
Nondiscrimination.
Membership to the Board shall not be directly or indirectly based upon or limited by age,
race, color, religion, sex, national origin, or the presence of any physical handicap. Furthermore,
the Authority shall not discriminate in any matter related to employment because of age, race,
color, sex, national original, or the presence of any physical handicap. The Authority shall, in all
solicitation or advertisements for employees placed by or on behalf of the Authority, if any, state
that all qualified applicants will receive consideration for employment without regard to age,
race, color, religion, sex, national origin, or the presence of any physical handicap.
Section 7.
Nonexclusive Charter.
This Charter is nonexclusive and does not preclude the granting by Member Cities of
other charters to establish additional public corporations pursuant to City ordinance.
ARTICLE XV
APPROVAL OF CHARTER
ORIGINAL CHARTER APPROVED by Ordinance _ adopted by the City Council
of the City of Renton, Washington on , 2008; Ordinance 09-602 adopted by the
City Council of the City of Federal Way, Washington on January 6, 2009; Ordinance _
adopted by the City Council of the City of Auburn, Washington on , 2008;
Ordinance _ adopted by the City Council of the City of Des Moines, Washington on
, 2008; Ordinance _ adopted by the City Council of the City of Tukwila,
Washington on ,2008; Ordinance adopted by the City Council of the City of
Burien, Washington on ,2008; and Ordinance _ adopted by the City Council
of the City ofSeaTac, Washington on ,2008.
This Charter is APPROVED this _ day of
,2008.
Mayor, City of Renton
ATTEST:
City Clerk
Ordinance No. 09-602
Charter - 12
EXHIBIT B
BYLA WS
OF
SOUTH CORRECTIONAL ENTITY FACILITY
PUBLIC DEVELOPMENT AUTHORITY
ARTICLE I
MEMBERSHIP
Section 1.1 Board Tenure. For the purpose of determining members of the South
Correctional Entity Facility Public Development Authority (the "Authority") Board of Directors
(the "Board") the procedures set forth in the Authority Charter (the "Charter") and the SCORE
Interlocal Agreement (the "Interlocal Agreement") by and among the Cities of Renton, Auburn,
Federal Way, Des Moines, Tukwila, Burien, and SeaTac, Washington (the "Member Cities"),
shall govern.
ARTICLE II
OFFICERS AND COMMITTEES
Section 2.1 Officers Designated. The Presiding Officer of the Administrative Board
selected in the manner provided in Section 5( e) of the Interlocal Agreement 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
of-qce. 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 2.2 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 Member Cities or the SCORE Facility. 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 2.3 Removal From Office. Upon reasonable prior notice to all Board
Members of the alleged reasons for dismissal, the Board by an affirmative vote of the majority of
the Board Members may remove any officer of the Board from his or her office whenever in its
judgment the best interests of the Authority will be served thereby.
E
Section 2.4 Vacancies. The Board shall fill any office which becomes vacant with a
successor who shall hold office for the unexpired term and until his or her successor shall have
been duly appointed and qualified.
Ordinance No. 09-602
Bylaws 1
Section 2.5 Reimbursement. The Board may reimburse Board Members, employees
and others performing services for the Authority reasonable expenses actually incurred in
performing their duties.
Section 2.6 Establishment of Committees. The Board may, by resolution, designate
one or more other committees, including an Executive Committee, each consisting of one or
more members, to advise the Board or, on matters other than those described in the Charter to 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 Board Member of any responsibility imposed
by law. The Executive Committee, if any, shall have and exercise such powers of the Board as
the Board shall from time to time provide by resolution.
Section 2.7
Code of Ethics.
(a) Except as otherwise provided in this section, no Board Member or employee of
the Authority may:
(1) Participate in a decision ofthe Authority in which that person or a member
of that person's immediate family has a financial interest, unless the financial interest is a
remote financial interest and participation is approved under subsection (b) of this
section;
(2) Use his or her position to secure special privileges or exemptions for
himself, herself, immediate family members, or others;
(3) Directly or indirectly, give or receive or agree to receive any
compensation, gift, reward, or gratuity from a source except the Authority for a matter
connected with or related to such individual's services in his or her position unless
otherwise provided for by law;
(4) Accept employment or engage in business or professional activity that
such individual might reasonably expect would require or induce him or her by reason of
his or her position with the Authority to disclose confidential information acquired by
reason of his or her position; or
(5) Disclose confidential information gained by reason of such individual's
position with the Authority, or otherwise use such information for his or her personal
gain or benefit.
(b) A Board Member or employee of the Authority may participate in a decision
described in (a)(l) above if that person or a member of that person's immediate family has only a
remote financial interest, the fact and extent of such financial interest is disclosed to the Board in
a public meeting, and is noted in the minutes of the Board before any participation by the Board
Member in the decision, and thereafter in a public meeting the Board by vote authorizes or
approves the participation. If the person whose participation is under consideration is a Board
Member, that person must recuse him or herself and may not participate in a decision under this
Ordinance No. 09-602
Bylaws 2
subsection. Any Board Member with an ownership interest in property located within the
Authority area shall recuse him or herself from participating in a decision if such property is
directly benefiting from such action. For purposes of this subsection, "remote financial interest"
means:
(1) That of a nonsalaried officer of a nonprofit corporation;
(2) That of an employee or agent of a contracting party where the
compensation of the employee or agent consists entirely of fixed wages or salary and the
contract is awarded by bid or by other competitive process;
(3)
the property
corporation;
That of a landlord or tenant of a contracting party, except in cases where
subject to the lease or sublease is owned or managed by the public
(4) That of a holder ofless than one percent of the shares of the corporation or
cooperative that is the contracting party; or
(5) That of an owner of a savings and loan or bank savings or share account or
credit union deposit account if the interest represented by the account is less than two
percent of the total deposits held by the institution.
(c) A Board Member or employee of the Authority is not considered to be financially
interested in a decision when the decision could not affect that person in a manner different from
its effect on the public at large.
(d) All Board Members shall disclose any information concerning actions or activities
of the candidate or his/her immediate family that present a potential conflict of interest as a
Board Member.
(e) For purposes of this section, "participate in a decision" includes all discussions,
deliberations, preliminary negotiations, and votes.
(f) For purposes of this section, "immediate family" means:
(1) A spouse or domestic partner;
(2) Any dependent parent, parent-in-law, child, son-in-law, or daughter-in-
law; and
(3) Any parent, parent-in-law, child, son-in-law, daughter-in-law, sibling,
uncle, aunt, cousin, niece or nephew residing in the household of the
Board Member or employee.
(g) The Board may adopt additional conflict of interest and ethical rules it considers
appropriate.
Ordinance No. 09-602
Bylaws 3
ARTICLE III
ADMINISTRA TIVE PROVISIONS
Section 3.1 Books and Records. SCORE, 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 SCORE, subject to the terms
and limitations established pursuant to the Interlocal Agreement. SCORE 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 SCORE, and SCORE is hereby
designated and delegated with full authority to administer such obligations, all in a manner
consistent with the Interlocal Agreement.
Section 3.2 Indemnification. The Authority elects to defend and indemnify its present
and former Board Members and employees and their successors, spouses, and marital
communities to the full extent authorized by law and the Charter. This right of indemnification
shall inure in perpetuity to each Board Member and employee, and his or her spouse and marital
community, commencing as soon as he or she has the full powers and responsibilities of his or
her position, and in the event of his or her death shall extend to his or her heirs, legal
representatives, and estate. Each person who shall act as a Board Member or employee 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 3.3 Principal Office. The principal office of the Authority shall be 1055 South
Grady Way, Renton, Washington 98057.
Section 3.4 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 was issued to December 31, 2009.
ARTICLE IV
APPROVAL OF BYLAWS
APPROVED by Ordinance _ adopted by the City Council of the City of Renton,
Washington on , 20_; Ordinance 09-602 adopted by the City Council of the City
of Federal Way on January 6,2009; Ordinance _ adopted by the City Council of the City of
Auburn on ,20_; Ordinance _ adopted by the City Council of the City of Des
Moines on , 20_; Ordinance _ adopted by the City Council of the City of
Tukwila on , 20_; Ordinance adopted by the City Council of the City of
Burien on , 20_; and Ordinance adopted by the City Council of the
City of SeaTac on , 20_
Ordinance No. 09-602
Bylaws 4