2021-06-25 SKHHP PacketSKHHP Executive Board
June 25, 2021, 1:00 — 3:00 PM
Virtual — Zoom Meeting
Video conference: https:Hzoom.us/j/99857398028?pwd=eXFiMmJpQmlabDZmMmRQbHNOYS8
OR by phone: 253-215-8782
Meeting ID: 998 5739 8028 1 Password: 085570
I. Call to Order
a. Roll Call
b. Introductions
II. Review Agenda/Agenda Modifications
III. Approval of May 21, 2021 Minutes — Attachment A (action item)
IV. Old Business
a. Housing Capital Fund with Cedar River Group
i. Process for decision making — Attachment 8
b. SKHHP Foundation
i. 501(c)(3) bylaws — Attachment C (action item)
ii. 501(c)(3) articles of incorporation —Attachment D (action item)
c. Resolution 2021-03: 2022 Work plan and budget — Attachment E (action item)
V. New Business
VI. Updates/Announcements (as time allows)
VII. Next Meeting — July 23, 2021 — 1:00 pm — 3:00 pm
VIII. Adjourn
Page 1 of 35
ATTACHMENT A
SKEE:
I. CALL TO ORDER
Nancy Backus called the virtual meeting to order at 12:05 PM.
a. ROLL CALL/ESTABLISHMENT OF QUORUM
SKHHP Executive Meeting
May 21, 2021
MINUTES
Executive Board members present: Nancy Backus, City of Auburn; Dana Ralph, City of Kent; Brian
Wilson, City of Burien; Joseph Cimaomo, City of Covington; Traci Buxton, City of Des Moines; Brian
Davis, City of Federal Way; Sunaree Marshall, King County; Sue -Ann Hohimer, City of Normandy
Park; Mark Santos -Johnson, Alternate City of Renton; Tom McLeod, City of Tukwila.
Other attendees: Angela San Filippo, SKHHP; Trish Abbate, SKHHP, Laurel Humphrey, City of
Tukwila; John Howell, Cedar River Group, Robert Feldstein, Cedar River Group; McCaela Daffern,
King County; Sarah Bridgeford, City of Federal Way; Eric Lane, City of Des Moines; Dafne
Hernandez, City of Covington, Marty Kooistra, Housing Development Consortium; Merina Hanson,
City of Kent.
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No concerns or modifications with the agenda.
III. APPROVAL OF APRIL 23, 2021 MINUTES
Angela San Filippo noted that Mark Santos -Johnson arrived late to the April 23 meeting and needs to
be added to the minutes. Joseph Cimaomo moved to approve the April 23, 2021 minutes with the
addition stated; Tom McLeod seconded the motion. Motion passed unanimously (8-0). Mark Santos -
Johnson and Brian Wilson joined meeting following this vote.
IV. OLD BUSINESS
a. SKHHP Housing Capital Fund and 501(c)(3) with Cedar River Group
i. Summary of March and April Executive Board discussion
ii. Updated SKHHP Housing Capital Fund matrix
John Howell provided a summary of the Executive Board discussions thus far and noted that since
last month, the staff work group has begun to meet and work on the Housing Capital Fund creation.
Focus has included questions with regard to the relationship between the 501 c3 requirements and
the Housing Capital Fund is developed?
Discussion occurred around decision making for public and private funds and roles of SKHHP
Executive Board, 501 c3 board, and Advisory Board in decision making. Additional questions posed to
the group included: How important is it to only approve projects that are supported by local
jurisdictions (whether they provide local funding or not?) and does the SKHHP Executive Board want
to give authority to the 501 c3 board for decisions about use of private funds? A flow chart illustrating
possible scenarios of decision making was also provided for consideration.
- Traci Buxton: there is a lot of accountability built into the entire system, supports moving decisions
through quickly, leans toward Option 1
- Dana Ralph: leans toward Option 1 and in terms of the question of local jurisdiction approval,
acknowledged there was not a distinction between public/private funding in terms of support of any
Page 2 of 35
ATTACHMENT A
project coming out of SKHHP with the goal to be collaborative. Removing one of those pieces
(private/public) creates potential for problems within the collaborative
- Joseph Cimaomo: leans toward Option 1
- Tom McLeod: suggests moving the Advisory Board between the 501 c3 and the Executive Board
and have the 501 c3 receive the applications first.
- Sunaree Marshall: asked for clarification on discerning which option would be least likely to get us
stuck in infinite process loops to which Howell answered Option 1 & 3.
- Howell and Feldstein provided clarification that the distinction between Option 1 and Option 3 is that
in Option 1 the 501 c3 board essentially functions as a technical review board looking at compliance
only vs. in Option 3 content review and mission alignment are included as part of their purview
- Buxton: echoed McLeod's suggestion of placing the 501 c3 board first if their job is to check boxes
and not make value judgement considerations, it could reduce the work of the Advisory Board who
are not getting compensated for their time and efforts. Howell replied that they will test this option
alongside consideration of which scenarios may require more or less staff time.
- Feldstein clarified that inherent in this is the staff work and review which will be a preliminary step of
the process.
- Marshall echoed Buxton's comments about trying to avoid engaging the Advisory Board on
applications that are noncompliant and asked for further clarification on the makeup of the 501 c3
board to which Feldstein replied that the decision making to determine who should be on the board is
interdependent on how we define their role per this process
- Brian Davis: also suggests putting the 501 c3 review before the Advisory Board. Concern raised if a
member jurisdiction doesn't approve a project and suggestion to give deference to the member
councils, detaching them entirely would not be good for the organization. Doesn't know what approval
looks like but some inclusion of the councils so that they don't feel as though SKHHP, that they've
worked to create, is now going off and doing their own thing
- Ralph: cities have all been the recipient of things being done to them, in the spirit of regional
approach, does not want to feel like any one city or SKHHP is doing something to another city.
- Howell: there is almost no project that everyone in any community would 100% support. We will
need to have future, deeper discussion about how to define community support.
- Ralph: King County is demonstrating inclusiveness in their decision making around 1590.
- Marshall: need a concrete understanding of what support means and how do we show a jurisdiction
is behind a project. Ultimately we want people to be excited and embrace them. Suggested a possible
education item on fair housing and cumulative impact of saying no to projects.
b. SKHHP Advisory Board update
Recruitment is open and board members are encouraged to share with their networks.
Communication materials about recruitment, will be emailed to Executive Board members.
V. NEW BUSINESS
a. 2021 Quarterly progress and budget report
San Filippo shared highlights from the quarterly progress report, including:
Page 3 of 35
ATTACHMENT A
• Approval of Interlocal Agreement to pool 1406 funds received from all partner councils with the
exception of Renton who is adopting a companion agreement.
• As part of the ongoing Housing Capital Fund discussion and a new subregional funder, San
Filippo has begun attending meetings of the King County public funders group.
• SKHHP has taken a convening role of the South King County Joint Planners and Developers
group previously convened by HDC.
• There is a bit of a backup in finance, invoices are delayed but coming soon from the City of
Auburn.
b. State Legislative Session wrap-up
San Filippo reviewed the SKHHP 2021 State Legislative Priorities and provided an overview of 2021
legislative session highlights related to SKHHP's priorities.
Highlights related to tenant protections included:E2SHB 1236 — Just cause: landlords cannot evict
tenants without just cause,
E2SSB 5160 — Tenants facing eviction have a right to counsel, payment plans, and dispute resolution
as the eviction moratorium is set to expire on June 30, 2021
Highlights related to funding and flexibility included: ESHB 1189 — Property tax -based tax increment
financing (TIF) tool, which allows local government to redistribute property tax collections within
designated areas to finance public improvement (which includes constructing houses for the purpose
of creating or preserving long-term affordable housing) costs within these designated areas; and
E2SHB 1277 - $100 increase in document recording fee, 20% of funds for operations, maintenance,
and service costs of permanent supportive housing and 4% to landlord mitigation fund, with 60% to
project -based vouchers, rapid rehousing, emergency housing or acquisition, with priority for persons
who are chronically homeless. Brief overview of the $184.9 million allocated to the the Housing Trust
Fund, $124.9 million of that in a flexible pool, and $93.8 million for new rapid capital acquisition fund.
Brief overview of E2SHB 1220 — a lot to unpack in how this will be implemented in each jurisdiction,
but effective 9/30/21 calls for allowance of emergency shelter and emergency housing. Discussion
around jurisdictional concerns about meeting deadline for zoning changes.
c. Work plan priority setting and budget planning
San Filippo noted that SKHHP outreach and updates to partner councils are happening now.
Feedback includes wanting tangible outcomes and value added for SKHHP partners and South King
County subregion, angst regarding process and administrative burdens, questions raised regarding
Advisory Board in relation to equity and ensuring representation from South King County, consider
partnering with existing non-profit rather than establishing SKHHP specific non-profit, concerns about
urgent need and expiration of eviction moratorium set for June 30, 2021 and questions about America
Rescue Plan, how and if there is a relationship to SKHHP.
The draft SKHHP mission statement:
"South King County jurisdictions working together and sharing resources to create a coordinated and
comprehensive approach to increasing housing stability and producing and preserving quality
affordable housing in South King County."
Feedback included adding an equity statement component while keeping message simple, potentially
simply adding "equitable" before "approach" and to intentionally call out "homelessness" vs. "housing
stability" which encompasses homelessness.
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ATTACHMENT A
Draft SKHHP objectives:
• Share technical information and resources to promote sound housing policy
• Coordinate public resources to attract greater private and public investment into affordable
housing in South King County
• Provide a unified voice to advocate for South King County needs at a local and regional level
Feedback included changing "into affordable housing" to "for affordable housing", adding "planning" to
housing policy and again adding "homelessness"
San Filippo shared the draft 2022 SKHHP work plan, highlights which include:
• Strategic planning — establish 3-5 year goals and objectives
• SKHHP Housing Capital Fund — feedback to add implementation timeline goals
• Work with partner jurisdictions to enhance and develop new local policies and programs
• Maintain catalog of successful affordable housing development projects, including what types of
projects, incentives, codes are being implemented to make them successful
• Increase educational information for the public including brochures, website, housing tours, and
other outreach programs
Discussion occurred around further engaging with Sound Transit on light rail development on surplus
land. SKHHP will potentially join a monthly meeting with Sound Transit, Metro and ARCH.
San Filippo shared 2022 SKHHP Budget Priorities which include a balanced budget that includes two
full time positions and developing a compensation structure for Advisory Board members.
Discussion around 1406 funds and the annual projected 5% increase in expenses projection due to 2-
3% salary increases plus increase in cost of benefits and operational expenses. Discussion around
compensation structure for Advisory Board including concerns around disparity around other
boards/commissions that are not compensated. Board expressed support for increasing to two full-
time staff positions and recommended staff further develop compensation structure based on the
suggestions and concerns raised for further discussion at the June meeting.
VI. UPDATES/ANNOUNCEMENTS
VII. NEXT MEETING — JUNE 25, 2021 — 1-3pm
VIII. ADJOURN
Backus adjourned the meeting at 3:09pm.
Page 5 of 35
ATTACHMENT B
SKHHP Housing Capital Fund
The following is a revised working proposal for the decision making process, discussion
questions for the Executive Board, and an outline of next steps.
Revised working proposal: decision making process
This revised process is based on feedback from the Executive Board and staff work
group.
PuIJ
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SKKHP
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Reviews applications
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Reviews, amends,
screens projects and
and makes formal
High-level review of
and approves
applications for eligibility
recommendations for
recommendations for private
recommendations
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all funds.
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keeping with mission
4urn2se of 501(c)(3).
Key points:
_V HPJurisdictio.
Counci Is
Cities must approve
use of their funds.
Streamlines process among three boards. Avoids multiple application review
processes by multiple boards: staff does preliminary screening and matching;
Advisory Board (with staff support) does majority of analysis to make
recommendations; 501(c)(3) Board reviews recommendations regarding private
funds to ensure match mission/funders intent; and Executive Board is left with
authority over final project funding decisions for public and private funds.
Role of the 501(c)(3) Board. In addition, the 501(c)(3) board will (1) assist in
fundraising private dollars and (2) make decisions about which private grants to
pursue, in consultation with the Executive Board to ensure consistency with SKHHP
priorities.
➢ NOTE: To the extent SKHHP is very successful at pursuing grant opportunities, it
is likely that additional capacity (staff or consultant) will be needed to do grant
writing and monitoring/reporting of grants for funders.
Executive Board Discussion Questions
• Do you have any questions about the proposed role of the three boards?
• Do you agree with the order in which the three boards will carry out their roles?
• Does this recommendation provide the Executive Board with the appropriate level of
authority/control over funding decisions?
Page 6 of 35
ATTACHMENT B
• For those Councils who will need to approve their capital contributions to a project,
will this process be acceptable for your elected council peers?
• Do you agree with the recommendation that the 501(c)(3) Board will make decisions
about which private fund sources to pursue (in consultation with the Board and staff
about SKHHP priorities)?
Next Steps
• Develop timeline for anticipated capital fund process
• Include description of 501(c)(3) Board roles in Bylaws
• Continue conversations with SKHHP Staff Work Group to provide recommendations
about capital fund creation
• Come back to Executive Board with Staff Work Group recommendations and
proposed timeline
Page 7 of 35
ATTACHMENT C
BYLAWS
.@T'
SOUTH KING HOUSING AND HOMELESSNESS PARTNERS FOUNDATION
Adopted [ _, 2021]
Page 8 of 35
ATTACHMENT C
TABLE OF CONTENTS
Page
I.
MEMBERSHIP...............................................................................................................II
II.
BOARD OF DIRECTORS.............................................................................................
11
2.1
General Powers...................................................................................................
11
2.2
Number and Term..............................................................................................
11
2.3
Qualifications.......................................................................................................11
2.4
Election of Directors...........................................................................................
11
2.4.1
Initial Directors...................................................................................................
11
2.4.2
Successor Directors.............................................................................................
12
2.5
Resignation..........................................................................................................12
2.6
Removal...............................................................................................................12
2.7
Vacancies.............................................................................................................12
2.8
Board Committees..............................................................................................
12
2.8.1
Standing or Temporary Committees................................................................
12
2.8.2
Quorum; Manner of Acting...............................................................................
13
2.8.3
Resignation of Committee Member..................................................................
13
2.8.4
Removal of Committee Member........................................................................
13
III.
MEETINGS OF BOARD OF DIRECTORS................................................................
13
3.1
Annual Meetings.................................................................................................
13
3.2
Regular Meetings................................................................................................
13
3.3
Special Meetings..................................................................................................
13
3.4
Meetings By Telephonic or Electronic Means ..................................................
14
3.5
Quorum................................................................................................................14
3.6
Presumption of Assent........................................................................................
14
3.7
Notice of Meetings...............................................................................................
14
3.8
Notice by Electronic Transmission....................................................................
15
3.9
Waiver of Notice..................................................................................................
15
3.10
Actions By Written Consent..............................................................................
15
IV.
OFFICERS......................................................................................................................
15
Page 9 of 35
ATTACHMENT C
4.1 Number and Qualifications................................................................................ 15
4.2 Election and Term of Office............................................................................... 16
4.3 President..............................................................................................................16
4.4 President-Elect....................................................................................................16
4.5 Secretary..............................................................................................................16
4.6 Treasurer.............................................................................................................16
4.7 Resignation..........................................................................................................17
4.8 Removal...............................................................................................................17
4.9 Vacancies.............................................................................................................17
4.10 Compensation......................................................................................................17
V. ADMINISTRATIVE AND FINANCIAL PROVISIONS ........................................... 17
5.1 Fiscal Year........................................................................................................... 17
5.2 Annual Budget..................................................................................................... 17
5.3 Grant Funds........................................................................................................ 17
5.4 Loans Prohibited................................................................................................. 18
5.5 Contracts..............................................................................................................18
5.6 Books and Records.............................................................................................. 18
5.7 Conflicts of Interest............................................................................................. 18
5.8 Corporate Seal..................................................................................................... 19
VI. INDEMNIFICATION.................................................................................................... 19
VII. AMENDMENTS............................................................................................................. 19
Page 10 of 35
ATTACHMENT C
BYLAWS
OF
SOUTH KING HOUSING AND HOMELESSNESS PARTNERS FOUNDATION
I. MEMBERSHIP
The corporation has no members.
II. BOARD OF DIRECTORS
2.1 General Powers.
The affairs of the corporation shall be managed by the board of directors (the "Board")
2.2 Number and Term.
The Board shall consist of no less than three (3) and no more than seven (7) directors. The number
of directors may be changed from time to time by amendment to these Bylaws, provided that no decrease
in the number shall have the effect of shortening the term of any incumbent director. The term of office
of a director shall be two (2) years. There are no term limits for directors. Unless a director dies, resigns,
or is removed, they shall hold office until the next annual meeting of the Board or until their successor is
elected, whichever is later.
2.3 Qualifications.
The Board shall include up to three (3) directors who are then current members of the Executive
Board of or are staff members for the South King Housing and Homelessness Partners ("SKHHP"). All
remaining directors shall be representatives of community -based or nonprofit organizations related to
affordable housing development, the provisions of homelessness services, or housing -related advocacy in
South King County.
2.4 Election of Directors.
2.4.1 Initial Directors.
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ATTACHMENT C
The initial directors named in the Articles of Incorporation ("Articles") shall serve until the first
annual meeting of the Board.
2.4.2 Successor Directors.
Successor directors shall be elected each year at the annual meeting of the Board by the
affirmative vote of a majority of the directors then in office.
2.5 Resignation.
Any director may resign at any time by delivering written notice to the President or the
Secretary of the corporation, or by giving oral or written notice at any meeting of the directors.
2.6 Removal.
One or more directors may be removed from office, with or without cause, by the affirmative vote
of a majority of the directors.
2.7 Vacancies.
A vacancy in the position of director may be filled by the affirmative vote of a majority of the
remaining directors. A director who fills a vacancy shall serve for the unexpired term of their predecessor
in office.
2.8 Board Committees.
2.8.1 Standing or Temporary Committees.
The Board by resolution may designate and appoint one or more standing or temporary
committees. Each committee shall have and exercise the authority of the Board in the management of
the corporation, subject to any limitations as may be prescribed by the Board and by applicable law. No
committee shall have the authority to: (a) amend, alter, or repeal these bylaws; (b) elect, appoint, or
remove any member of any committee or any director or officer of the corporation; (c) amend the
Articles; (d) adopt a plan of merger or consolidation with another corporation; (e) authorize the voluntary
dissolution of the corporation; (f) adopt a plan for the distribution of the assets of the corporation not in
the ordinary course of business; or (g) amend, alter, or repeal any resolution of the Board which by its
Page 12 of 35
ATTACHMENT C
terms provides that it shall not be amended, altered, or repealed by a committee. The designation and
appointment of any committee and the delegation of authority to it shall not operate to relieve the Board
or any individual director of any responsibility imposed upon it or them by law.
2.8.2 Quorum; Manner of Acting.
A majority of the number of directors composing any committee shall constitute a quorum. The
act of a majority of the members of a committee present at a meeting at which a quorum is present shall
be the act of the committee.
2.8.3 Resignation of Committee Member.
Any member of any committee may resign at any time by delivering written notice to the
President, the Secretary, or the chairman of the committee, or by giving oral or written notice at any
meeting of the committee.
2.8.4 Removal of Committee Member.
The Board by resolution may remove any member of any committee.
III. MEETINGS OF BOARD OF DIRECTORS
3.1 Annual Meetings.
The annual meeting of the Board shall be held during the month of May at a date, time, and
location chosen by the President or a majority of the Board for the purposes of electing directors and
transacting such business as may properly come before the meeting.
3.2 Regular Meetings.
Regular meetings of the Board shall be held at least quarterly at a date, time, and location
determined by the President of the Board.
3.3 Special Meetings.
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ATTACHMENT C
Special meetings of the Board may be called at any time by the President, Secretary, or any two
(2) directors.
3.4 Meetings By Telephonic or Electronic Means.
Members of the Board or any committee may participate in a meeting of the Board or committee
by telephonic or electronic means, including but not limited to videoconference, if all persons
participating in the meeting can hear each other simultaneously. Participation by such means shall
constitute presence in person at a meeting.
3.5 Quorum.
A majority of the Board shall constitute a quorum for the transaction of business at any Board
meeting. The act of a majority of the Board present at a meeting at which there is a quorum shall be the
act of the Board.
3.6 Presumption of Assent.
A director who is present at a Board meeting shall be presumed to have assented to the action
taken at that meeting unless the director's dissent or abstention is entered into the minutes of the
meeting or the director files his or her written dissent or abstention to such action with either the person
acting as secretary of the meeting before it is adjourned or by registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting. A director who voted in favor of the action
cannot later dissent or abstain.
3.7 Notice of Meetings.
The Secretary of the corporation or any director or directors calling any annual or special meeting
of the Board shall give notice of the time and place of the meeting by mail, electronic transmission, or
telephone at least five (5) days before the meeting. Attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where the director attends a meeting for the
purpose of objecting to the transaction of any business because the meeting is not lawfully called or
convened. The notice or waiver of notice of a meeting need not include or specify the business to be
transacted or the meeting's purpose.
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ATTACHMENT C
3.8 Notice by Electronic Transmission.
Notice in an electronic transmission that otherwise complies with these bylaws is effective only
with respect to individuals who have consented to receive notices by electronic transmission. An
individual who provides consent to receipt of notices by electronic transmission shall designate in the
consent the message format accessible to the recipient, and the address, location, or system to which
these notices may be sent. An individual who has consented to receipt of notices by electronic
transmission may revoke that consent at any time. The consent is automatically revoked if the corporation
is unable to electronically transmit two consecutive notices and this inability becomes known to the
person responsible for giving notice.
3.9 Waiver of Notice.
Whenever the Articles, these bylaws, or the laws of the State of Washington require any notice
to be given to any director, any person or persons entitled to such notice may waive the notice
requirement in writing.
3.10 Actions By Written Consent.
Any corporate action required or permitted by the Articles, these bylaws, or by the laws of the
State of Washington to be taken at a meeting of the Board or its committees may be taken without a
meeting if all directors provide written consent. Such consent shall have the same force and effect as a
unanimous vote, and may be described as such. Such consent may be given by electronic transmission,
including by electronic mail.
IV. OFFICERS
4.1 Number and Qualifications.
The officers of the corporation are the President, a President -Elect, a Secretary, a Treasurer, and
any other officers as may be deemed necessary by the Board, each of whom shall be elected annually by
the Board. The officers shall have the responsibilities and authority provided in these bylaws or as may be
provided by resolution of the Board. Any person may hold two or more offices, except the offices of
President and Secretary.
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ATTACHMENT C
4.2 Election and Term of Office.
The officers of the corporation shall be elected each year by the Board at the annual meeting of
the Board. Unless an officer dies, resigns, or is removed from office, they shall hold office until the next
annual meeting of the Board or until their successor is elected.
4.3 President.
The President shall be the chief executive officer of the corporation and, subject to the Board's
control, shall supervise and control the affairs of the corporation. The President shall preside over
meetings of the Board. The President must be a director of the corporation.
4.4 President -Elect.
If the President is unable to act, the President -Elect shall perform the duties of the President,
except as may be limited by resolution of the Board, with all the powers of and subject to all the
restrictions upon the President.
4.5 Secretary.
The Secretary shall keep records of the proceedings of the Board and, when requested by the
President to do so, sign and execute together with the President all deeds, bonds, contracts, and other
obligations or instruments in the name of the corporation. The Secretary shall also see that all notices are
duly given in accordance with the provisions of these Bylaws or as required by law.
4.6 Treasurer.
The Treasurer shall have charge and custody of and be responsible for all funds and securities of
the corporation; receive and give receipts for moneys due and payable to the corporation from any
source, and deposit all such moneys in the name of the corporation in banks, trust companies, or other
depositories selected by the corporation; and in general perform all of the duties incident to the office of
Treasurer.
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ATTACHMENT C
4.7 Resignation.
Any officer may resign at any time by delivering written notice to the President, the President -
Elect, the Secretary, or the Board, or by giving oral or written notice at any meeting of the Board.
4.8 Removal.
Any officer elected or appointed may be removed by the Board whenever in its judgment the best
interests of the Corporation will be served by such removal.
4.9 Vacancies.
Vacancies in any office for any reason may be filled by the Board at any annual or special meeting.
4.10 Compensation.
The officers shall receive no compensation for their service as officers but may receive
reimbursement for reasonable expenditures incurred on behalf of the corporation.
V. ADMINISTRATIVE AND FINANCIAL PROVISIONS
5.1 Fiscal Year.
The last day of the fiscal year of the corporation is December 31.
5.2 Annual Budget.
The annual budget for the corporation must be prepared by June 1.
5.3 Grant Funds.
In coordination with the SKHHP Executive Board, the Board will decide whether and when to apply
for private grant funding to further the purposes of the corporation as defined in Section 3.1 of these
bylaws. All grant funds received by the corporation shall be deposited into the SKHHP Housing Capital
Page 17 of 35
ATTACHMENT C
Funds Account. The Board will review the recommendations of the SKHHP Advisory Board regarding the
expenditure of private grant funding to ensure that the recommendations (i) further the purposes of the
corporation as defined in Section 3.1 of these bylaws; and (ii) are consistent with any and all requirements,
restrictions, or conditions applicable to the grant funds. Within thirty (30) days of receiving the
recommendations of the SKHHP Advisory Board regarding the expenditure of private grant funding, the
Board will communicate to the SKHHP Executive Board whether (i) the Board approves the
recommendations; or (ii) if the Board does not approve the recommendations, the specific bases for its
disapproval, including whether and how the recommendations do not further the purposes of the
corporation as defined in Section 3.1 of these bylaws or are inconsistent with the requirements,
restrictions, or conditions applicable to the grant funds. The Board shall adopt a resolution further
specifying the process and procedure for the Board's review and approval of the SKHHP Advisory Board's
recommendations. This Section 5.3 may only be amended, altered, or repealed by a unanimous vote of
the Board.
5.4 Loans Prohibited.
No loans shall be made and no credit shall be extended by the corporation to its officers or
directors.
5.5 Contracts.
The Board may by resolution authorize any officer or agent to enter into any contract or execute
and deliver any instrument in the name of the corporation.
5.6 Books and Records.
The corporation shall keep at its principal or registered office copies of its current Articles and
these bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of the
Board or its committees; and a current list of the names and addresses of directors and officers.
5.7 Conflicts of Interest.
Directors and officers must disclose to the Board any financial interest which the director or
officer directly or indirectly has in any person or entity which is a party to a transaction under
consideration by the Board. The interested director or officer shall abstain from voting on the transaction.
Page 18 of 35
ATTACHMENT C
5.8 Corporate Seal.
If the Board determines that it is advisable, the corporation shall have a corporate seal consisting
of the name of the corporation, the state of its incorporation, and the year of its incorporation.
VI. INDEMNIFICATION
Each person who is or has been a director or officer of the corporation shall be indemnified by
the corporation in accordance with and to the full extent permitted by the Washington Nonprofit
Corporation Act and the Washington Business Corporation Act, including as those laws may be amended
in the future. Expenses incurred by a director or officer in defending against any such action, suit, or
proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or
proceeding if the director or officer agrees in writing to repay that amount in full if it is later determined
that they are not entitled to indemnification under Washington law. If authorized by the Board, the
corporation may purchase and maintain insurance on behalf of any person to the full extent permitted
under Washington law.
VI I. AMENDMENTS
These bylaws may be altered, amended, or repealed by the affirmative vote of a majority of the
Board present at any meeting of the Board, or by the written consent of all of the directors.
Page 19 of 35
ATTACHMENT C
CERTIFICATION
the Secretary of South King Housing and Homelessness Partners Foundation certifies that
these Bylaws were adopted by the Board of Directors on [ ].
Page 20 of 35
ATTACHMENT D
ARTICLES OF INCORPORATION
OF
SOUTH KING HOUSING AND HOMELESSNESS PARTNERS FOUNDATION
The undersigned, in order to form a nonprofit corporation under Chapter 24.03 of the Revised
Code of Washington, signs the following Articles of Incorporation ("Articles"):
ARTICLE 1— NAME
The name of the corporation is South King Housing and Homelessness Partners Foundation.
ARTICLE 2 — DURATION
The duration of the corporation is perpetual.
ARTICLE 3 — PURPOSES, LIMITATIONS, AND POWERS
3.1 Purposes.
The corporation is organized exclusively for charitable purposes within the meaning of Section
501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or the corresponding section
of any future federal tax code. Those charitable purposes include preserving and producing affordable
housing in South King County by combining public funding with private -sector resources.
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ATTACHMENT D
3.2 Powers.
In general, and subject to such limitations and conditions as are or may be prescribed by these
Articles or the corporation's Bylaws, the corporation shall have all powers which are conferred by law or
are necessary or incidental to those powers.
3.3 Limitations.
3.3.1 Nonprofit Status.
The corporation shall not have or issue shares of stock. The corporation is not organized for profit,
and no part of its net earnings shall inure to the benefit of any director or officer of the corporation or any
private individual. The corporation is authorized to pay reasonable compensation to its directors or
officers for services rendered, and to make payments and distributions in furtherance of the purposes of
the corporation.
3.3.2 Distribution and Dissolution.
If the corporation is dissolved, after paying its liabilities, the Board of Directors shall distribute all
remaining assets of the corporation for a purpose or purposes similar to those set forth in Section 3.1 of
these Articles and to any other organization that then qualifies for exemption under Section 501(c)(3) of
the Code. No director or officer of the corporation or any private individual shall be entitled to share in
the distribution of any of the corporate assets of the corporation upon its dissolution.
3.3.3 Prohibited Activity.
No substantial part of the activities of the corporation shall be devoted to the carrying on of
propaganda or otherwise attempting to influence legislation, except as may be permitted by the Code.
The corporation shall not participate or intervene in (including the publication or distribution of
statements regarding) any political campaign on behalf of or in opposition to any candidate for public
office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other
activities not permitted to be carried on by an organization exempt from federal income tax under Section
501(c)(3) or Section 170(c)(2) of the Code or any future federal tax code.
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ATTACHMENT D
ARTICLE 4 — BYLAWS
The Board of Directors shall have the power to adopt, amend, or repeal the bylaws of the
corporation.
ARTICLE 5 — INCORPORATORS AND DIRECTORS
5.1 Number.
The number of directors of the corporation shall be determined in the manner provided in the
Bylaws. The number of directors may be increased or decreased from time to time in the manner provided
in the Bylaws.
5.2 Directors.
The Board of Directors shall manage the affairs of the corporation. The initial directors of this
corporation are:
[Name]
[Name]
Address]
Address]
[Name]
Address]
5.3 Incorporator.
The incorporator of this corporation is:
Alanna Peterson
Pacifica Law Group LLP
1191 Second Avenue, Suite 2000
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ATTACHMENT D
Seattle, WA 98101-3404
ARTICLE 6. MEMBERS
The corporation shall have no members.
ARTICLE 7. LIMITATION OF DIRECTOR LIABILITY
To the full extent that the Washington Nonprofit Corporation Act (as it exists on the date of the
adoption of these Articles or may be amended) permits the limitation or elimination of the liability of
directors, a director of the corporation shall not be liable to the corporation for monetary damages arising
from or related to their conduct as a director. If the Washington Nonprofit Corporation Act is amended in
the future to authorize corporate action further eliminating or limiting personal liability of directors, then
the liability of a director for the corporation shall be eliminated or limited to the full extent permitted by
the Washington Nonprofit Corporation Act, as so amended, without any requirement of further action by
the corporation.
ARTICLE 8. REGISTERED OFFICE AND REGISTERED AGENT
The initial registered office of the corporation is at 1191 Second Avenue, Suite 2000, Seattle,
Washington 98101-3404, and the initial registered agent is Pacifica Law Group LLP.
ARTICLE 9. AMENDMENTS TO ARTICLES OF INCORPORATION
The corporation reserves the right to amend or repeal any of the provisions contained in these
Articles in any manner now or hereafter permitted by law.
ARTICLE 10. CONFLICTS
In the case of any conflict between these Articles and the Bylaws of the Corporation, these Articles
shall control.
Page 24 of 35
ATTACHMENT D
DATED:
SOUTH KING HOUSING AND HOMELESSNESS
PARTNERS FOUNDATION
[Alanna Peterson, Incorporator]
Page 25 of 35
ATTACHMENT D
CONSENT TO APPOINTMENT AS REGISTERED AGENT
Pacifica Law Group LLP consents to serve as registered agent, in the State of Washington, for
South King Housing and Homelessness Partners Foundation (the "Corporation"). We understand that, as
agent for the Corporation, it will be our responsibility to accept service of process in the name of the
Corporation; to forward all mail and license renewals to the appropriate officer(s) of the Corporation; and
to notify the Office of the Secretary of State immediately of our resignation or of any changes in the
address of the registered office of the Corporation for which we are agent.
Date this day of 2021.
PACIFICA LAW GROUP LLP
By:
Alanna Peterson
1191 Second Avenue, Suite 2000
Seattle, Washington 98101-3404
Page 26 of 35
ATTACHMENT E
RESOLUTION NO. 2021-03
A RESOLUTION OF THE EXECUTIVE BOARD OF THE SOUTH KING COUNTY
HOUSING AND HOMELESSNESS PARTNERS (SKHHP), ADOPTING THE 2022
SKHHP WORK PLAN AND 2022 SKHHP OPERATING BUDGET
WHEREAS, pursuant to the Interlocal Agreement, the SKHHP Executive Board
approves an annual work plan and budget each year to guide the work of SKHHP staff;
and
WHEREAS, pursuant to the Interlocal Agreement the annual budget includes an
itemization of all categories of budgeted expenses and itemization of each Party's
contribution, including in -kind services; and
WHEREAS, upon adoption, the annual work plan and budget will be transmitted
to each participating jurisdiction for approval by their legislative body; and
WHEREAS, the budget will not become effective until approved by the legislative
body of each jurisdiction and adopted by the SKHHP Executive Board; and
WHEREAS, the purpose of the annual work plan and budget is to provide
management and budget guidance; and implement the overarching SKHHP goals to work
together and share resources to increase the available options for South King County
residents to access affordable housing and to preserve the existing affordable housing
stock; and
WHEREAS, the 2022 work plan includes three major streams of work: governance
and administration; policy and planning; and education and outreach; and
WHEREAS, the governance and administration work stream includes program -
wide management activities including establishing decision -making protocols and
reporting procedures; and convening a community advisory board; and
WHEREAS, the policy and planning work stream includes advocating for and
establishing a SKHHP affordable housing capital fund; and collaborating with partners to
enhance local policies and programs that accelerate access to affordable housing, protect
existing housing stock, and provide housing security; and
WHEREAS, the outreach and education work stream includes representing South
King County at all applicable decision tables; and furthering the understanding of the
spectrum of affordable housing options and related needs and opportunities; and
NOW, THEREFORE, THE EXECUTIVE BOARD RESOLVES as follows:
Section 1. The Executive Board adopts the SKHHP 2022 Work Plan as shown
in Attachment A.
Page 27 of 35
ATTACHMENT E
Section 2. The Executive Board adopts the SKHHP 2022 Budget as shown in
Attachment B.
Section 3. Each party's contribution to SKHHP's operating budget will be
transmitted on an annual basis during the first quarter of the calendar year.
Section 4. This Resolution will take effect and be in full force upon approval by
the legislative body of each participating jurisdiction.
Dated and Signed this day of
, 2021.
SOUTH KING COUNTY HOUSING AND HOMELESSNESS PARTNERS
NANCY BACKUS, CHAIR
Page 28 of 35
RESOLUTION 2021-03 —ATTACHMENT A
SKHHP 2022 WORK PLAN
SKHHP MISSION
South King County jurisdictions working together and sharing resources to create a
coordinated, comprehensive, and equitable approach to increasing housing stability,
reducing homelessness, and producing and preserving quality affordable housing in
South King County.
OBJECTIVES
• Share technical information and resources to promote sound housing policy
• Coordinate public resources to attract greater private and public investment for
affordable housing in South King County
• Provide a unified voice to advocate for South King County needs at a local,
regional, and state levels
Purpose
Establish a 2022 SKHHP Work Plan that is shaped by member jurisdictions, consistent
with the SKHHP Interlocal Agreement, and furthers SKHHP's mission.
Background
The South King Housing and Homelessness Partners (SKHHP) was established
through an interlocal agreement to work together and share resources to increase the
available options for South King County residents to access affordable housing and
preserve the existing affordable housing stock.
The SKHHP 2022 work plan includes three major areas of work that will facilitate
implementation of the SKHHP Interlocal Agreement: governance and administration;
policy and planning; and education and outreach. The 2022 work plan builds on work
done in 2020 and 2021 to establish a SKHHP Housing Capital Fund through pooled
public resources, increase philanthropic and corporate investment through the creation
of a SKHHP 501(c)(3) fundraising branch, and establish a SKHHP Advisory Board
made up of community members that will help to ground SKHHP decisions in
communities needs and interests.
Progress reports
Consistent with the Interlocal Agreement, the SKHHP Executive Manager will submit
quarterly budget performance and progress reports on the status of the work plan
elements to the SKHHP Executive Board and the legislative body of each member
jurisdiction. To be consistent with the administering agency's finance department,
quarterly progress reports will be provided as follows:
Page 29 of 35
• Quarter 1:
May
• Quarter 2:
August
• Quarter 3:
November
• Quarter 4:
February
Next steps: In accordance with the Interlocal Agreement, the 2022 SKHHP Work Plan
will be approved by the legislative body of each member jurisdiction and the SKHHP
Executive Board. The timeline for review and adoption of the 2020 SKHHP Work Plan is
as follows:
April - June:
Review and input
sought from
partner Councils
May -June:
Executive Board
work plan and
budget
development
June 25:
Executive Board
consideration of
work plan and
budget
Summer -Fall:
SKHHP partner
jurisdiction
adoption of work
plan and budget
Page 30 of 35
GOVERNANCE AND ADMINISTRATION
GOAL 1: Define strategy, direction, and long-term goals, and provide direction to
staff on implementation of the SKHHP Interlocal Agreement.
Outcomes:
1) Functioning and collaborative entity with clear measures of success.
2) Implementation supports equitable outcomes across jurisdictions, community
members, and stakeholders.
3) Added value for SKHHP partners and South King County subregion.
Activities/Actions:
1) Develop annual work plan and budget
a. Partner jurisdiction input and review
b. Partner jurisdiction adoption
2) Quarterly progress and budget reports
3) Annual updates to stakeholders and non-SKHHP South King County cities
4) Strategic planning — establish 3-5 year goals and objectives
POLICY AND PLANNING
GOAL 2: Administer and allocate South King County Housing Capital Funds.
Outcomes:
1) Increase resources dedicated to affordable housing preservation, rehabilitation,
and production in South King County.
2) Pool resources to address the growing affordable housing and homelessness
needs in South King County.
Activities/Actions:
1) SKHHP Housing Capital Fund application and allocation process
2) Build funding support through advocacy with philanthropic and private
corporations
GOAL 3: Work with partner jurisdictions to enhance and develop new local
policies and programs that protect existing affordable housing stock, provide
housing security, and accelerate access to affordable housing.
Outcomes:
1) Number of jurisdictions that adopt new or enhanced legislation or programs that
support equitable affordable housing production and preservation strategies.
2) Increased number of affordable rental housing units in participating programs.
3) Improved collective efforts to address systemic and institutional racism and
create greater racial equity and justice in housing.
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Activities/Actions:
1) Support implementation of housing strategy/action plans to increase equitable
housing production and preservation strategies
2) Maintain inventory & assessment of existing city policies and regulations for
affordable housing preservation programs and housing production strategies
3) Assist cities in enacting policies and strategies that address tenant protections
through anti -displacement, fair housing, and healthy housing
4) Develop subregional affordable housing preservation strategies.
5) Maintain catalog of successful affordable housing development projects
OUTREACH AND EDUCATION
Goal 4: Represent South King County and its unique affordable housing needs at
all decision tables and foster collaboration between partners.
Outcomes:
1) Establish credibility of SKHHP with potential partners and funders.
2) South King County is authentically heard, considered, and supported by regional
and state stakeholders and policy makers.
3) Changes in policies, practices, and funding streams that support affordable
housing and homelessness programs in South King County.
Activities/Actions
1) Represent SKHHP at local & regional meetings and forums.
2) Develop annual SKHHP State advocacy priorities
3) Develop annual SKHHP Federal advocacy priorities
4) Conduct work sessions with state legislators
Goal 5: Further strengthen regional stakeholders' understanding of the spectrum of
affordable housing options, the range of related needs and opportunities, and the
housing system .
Outcomes:
1) South King County decision makers are informed and prepared to act based on
current information and facts.
2) Increased interest from nonprofit and for -profit developer to partner with South
King County cities to produce affordable housing.
3) The broader community is engaged on local housing issues.
Activities/Actions
1) Coordinate and work with developers to better understand barriers to increasing
construction and preservation of affordable housing
Page 32 of 35
2) Support SKC engagement and elected official participation in affordable housing
development tours
3) Coordinate monthly educational topics that promote understanding of the full
housing system and practices that have led to inequities in the system, and
opportunities to address racial equity and justice
4) Generate educational information for the public including brochures, website,
housing tours, and other outreach programs.
Page 33 of 35
ATTACHMENT B
2022 SKHHP Operating Budget
Option 1:
• Full time Executive Manager
• Full time Program Manager
• Advisory Board compensation at a flat rate of $100/month for 15 Board members
• Working towards a balanced budget by increasing annual SKHHP city contributions by
15% increase in 2022, 2023, 2024, 2025, and 2026, and spending down the fund
balance.
Projected beginning fund balance - January 1, 2022
$211,801.80
Projected ending fund balance - December 31, 2021
$143,573.11
REVENUES
Auburn
$29,900
Burien
$17,250
Covington
$8,625
Des Moines
$8,625
Federal Way
$29,900
Kent
$39,100
Normandy Park
$4,600
Renton
$39,100
Tukwila
$8,625
Unincorporated King County**
$34,000
King County Housing Authority
$15,000
King County**
$41,000
Interest earnings
Office space (in -kind donation)
$12,000
Contributions & Donations
Spend down balance
$68,228.69
TOTAL
$355,953.69
EXPENSES
Salaries and benefits
$254,685.17
Misc -travel, phone, postage
$12,000.00
Advisory Board compensation
$18,000.00
Office space (in -kind donation)
$12,000.00
Supplies
$1,000.00
Professional development
$5,000.00
Interfund IT
$25,600.00
Subtotal
$330,307.17
COA 10% Administrative Fee*
$31,268.52
TOTAL
$61,935.69
*10% administrative fee is calculated as a percentage of operating costs which does not include in -kind donations, or carry forwards
"King County contributes to the operating budget based on the population of unincorporated King County and an additional
allocation for a total of $75,000 per year.
Page 34 of 35
Option 2:
• Full time Executive Manager
• Full time Program Manager
• Working towards a balanced budget by increasing annual SKHHP city contributions by
15% increase in 2022, 2023, 2024, and 2025 and spending down the fund balance
Projected beginning fund balance - January 1, 2022 $211,801.80
Projected ending fund balance - December 31, 2021 $143,573.11
REVENUES
Auburn
$29,900
Burien
$17,250
Covington
$8,625
Des Moines
$8,625
Federal Way
$29,900
Kent
$39,100
Normandy Park
$4,600
Renton
$39,100
Tukwila
$8,625
Unincorporated King County**
$34,000
King County Housing Authority
$15,00.
King County**
$41,000
Interest earnings
Office space (in -kind donation)
$12,000
Contributions & Donations
Spend down balance
$68,228.69
TOTAL
$355,953.69
EXPENSES
Salaries and benefits
$254,685.17
Misc -travel, phone, postage
$12,000.00
Office space (in -kind donation)
$12,000.00
Supplies
$1,000.00
Professional development
$5,000.00
Interfund IT
$25,600.00
Subtotal
$310,285.17
COA 10% Administrative Fee*
$29,828.52
TOTAL
$340,113.69
*10% administrative fee is calculated as a percentage of operating costs which does not include in -kind donations, or carry forwards
"King County contributes to the operating budget based on the population of unincorporated King County and an additional
allocation for a total of $75,000 per year.
Page 35 of 35