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ORDINANCE NO. ,z/'_~ X 8
AN ORDINANCE AUTHORIZING THE ESTABLISHMENT
AND CHARTERING OF ONE OR MORE PUBLIC
CORPORATIONS, COMMISSIONS AND/OR AUTHORITIES.
THE CITY OF BREMERTON DOES ORDAIN:
CHAPTER 22
PUBLIC CORPORATIONS, COMMISSIONS AND AUTHORITIES
Sections:
22.010 Authorization.
22.020 Definitions
22.030 Corporate life.
22.040 Powers -- Generally
22.050 Powers -- Specified
22.060 Additional Powers.
22.070 Limitation of Powers.
22.080 Purview of Affairs.
22.090 Application for Charter.
22.100 Review of Application.
22.110 Issuance of Charter.
22.120 Effect of Issuance Charter.
22.130 Organizational Meeting.
22.140 Charter Contents.
22.150 Limits upon Name -- Seal.
22.160 Mandatory Statement -- Reservation.
22.170 Scope of Activities -- Constraint.
22.180 Corporate Structure -- Basic Pattern.
22.190 Offices -- Division of Duties.
22.200 Board of Directors Concurrence Required. ·
22.210 Membership Concurrence Required.
22.220 Rules and Regulations.
22.230 Proposing Charter Amendments.
22.240 Corporate Offices and Officers.
22.250 Code of Ethics -- Conflict of Interest.
22.260 Discrimination Prohibited.
22.270 Composition of Board of Directors.
22.280 Composition of the Membership.
22.290 Access to Records.
22.300 Meetings of the Board of Directors.
22.310 Meetings of Any Membership.
22.320 Meetings -- City Participation.
22.330 Quorum
22.340 Voting -- Representation.
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22.350 Tenure in Office.
22.360 Deposit of Public Funds.
22.370 Private Use of Public Funds Prohibited.
22.380 Safeguarding of Funds.
22.390 Establishment and Maintenance of Office and Records.
22.400 Reports and Information.
22.410 Audits and Inspections.
22.420 Bonds and Notes.
22.430 Charter Amendment.
22.440 Intervention.
22.450 Trusteeship.
22.460 Dissolution -- Statement.
22.480 Merger with Public Corporation.
22.490 Termination -- Disposition of assets.
22.500 Insurance.
22.510 Unauthorized Representation.
22.520 Ancillary Authority.
22.530 Construction.
22.540 Waiver.
22.550 Prohibited conduct.
22.560 Penalty for Violation.
Statutory Reference: For provisions regarding administration of federal grants and
programs and for other authbrities regarding public corporations and authorities available
to cities, see RCW 35.21.725 through 35.21.755.
Severability: In the event a court of competent jurisdiction shall adjudge any clause,
sentence or paragraph or section of this chapter to be invalid or unconstitutional, such
judgment or decree shall not affect, invalidate or impair the remainder thereof as long as
the intent or purpose of such clause, sentence, paragraph or section has not been altered or
frustrated thereby; and as long as no recourse is permitted to the assets, credit or services of
the city on account of the acts or omissions of the public corporation or of any debts,
obligations, or liabilities of such public corporation, the effect of such judgment or decree
shall be confined to the clause, sentence, paragraph, section or part of this chapter so
adjudged to be invalid or unconstitutional.
Section 22.010 Authorization.
A. The city authorizes the establishment and chartering of one or more public
corporations, commissions and/or authorities (in this chapter called "Public Corporations"),
each as an independent legal entity, to: improve governmental efficiency and services and ·
general living conditions within the city; administer and execute federal grants and
prog. rams, receive and administer federal funds; perform all manner and type of community
sermces; provide and implement such municipal services and functions as the City Council
may direct; and allow a character of community participation in appropriate municipal
projects and activities that are, in practical effect, restricted by the organizational structure
of city government, all as authorized by RCW 35.21.725 through 35.21.755.
B. Such public corporation shall have the power and authority, be limited by the
restrictions and provisions; be organized in accordance with the process and with the
structure, purposes and organization provided for by this ordinance and its charter. It shall
also observe constitutional and City Charter limitations, incur indebtedness, and be subject
to the supervening conditions as set forth in this ordinance.
C. All liabilities incurred by such public corporation, commission or authority shall
be satisfied exclusively from the assets and credit of such public corporation, commission or
authority and no creditor or other person shall have right of action against the City of
Bremerton or any other city, town, county or governmental entity creating such corporation,
commission or authority on account of any debts, obligations or liabilities of such public
corporation, commission or authority.
Section 22.020 Definitions
As used in this chapter the term:
A. "Bonds" means any bonds, promissory notes, interim certificates, debentures,
certificates of indebtedness or other obligations issued by the public corporation pursuant to
its charter by this chapter.
B. "Charter" means the articles of organization of the public corporation irrespective
of the name applied thereto and all amendments thereto.
C. "City" means the City of Bremerton.
D. "City Council" means the legislative body of the City of Bremerton.
E. "Mayor's Designee" shall be person designated in writing by the Mayor who is
authorized to act on his behalf under the terms of this ordinance and any charters granted
under this ordinance.
F. "Membership" means the class of persons entitled to participate (whether in a
voting or-advisory capacity) in the internal processes of the public corporation in accordance
w/th its charter or rules and regulations. It includes, but is not limited to, such designations
as the membership, the electorate, the public, interested citizens, or residents within a
district. ,
G. "Member" means a constituent of the Membership.
H. "Corporate" shall refer or pertain to a public corporation.
I. "Corporate office" means an office or official person of the public corporation,
irrespective of designation, but excludes membership positions of the Board of Directors
that do not hold a corporate office.
J. "Corporate officer" means an office or official person of the public corporation,
irrespective of designation, but excludes membership positions of the Board of Directors
that do not hold a corporate office.
K. "Corporate official" means an office or official person of the public corporation,
irrespective of designation, and includes membership positions of the Board of Directors.
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L. "Board of Directors" means a group of persons vested with the management of
the affairs of the public corporation.
M. "Immediate family" means:
1. A spouse;
2. Any dependent parent, parent-in-law, child or son-in-law or daughter-in-
law; or
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 a corporate official or employee.
N. "Insolvent" or "Insolvency" means an inability of a public corporation to pay debts
as they become due in the usual course of its affairs.
O. "Mayor" means the Mayor of the City of Bremerton.
P. "Public corporation" shall mean a corporation, commission, or authority
organized under this ordinance.
Q. "Real property" includes all lands, including improvements and fixtures thereon
and property of any nature appurtenant thereto, or used in connection therewith, and every
estate, interest and right, legal or equitable, therein, including terms for years and liens by
way of judgment, mortgage or otherwise and the indebtedness secured by such liens.
R. "Resolution" means an action of the Board of Directors with a quorum required
by the charter or rules and regulations of a public corporation.
S. "Rules and regulations" means the code or codes of rules adopted for the
regulation or management of the affairs of the public corporation irrespective' of the name
or names by which such rules and regulations are designated.
T. "State" (when used as a noun) shall mean the State of Washington.
Section 22.030 Corporate Life
The charter of the public corporation shall establish the character or term of its
existence. The charter may provide:
A. The public corporation shall have perpetual existence; or
B. The public corporation shall exist for stated period of years, until a fixed
expiration date, or during a set time period; or
C. The public corporation shall cease to exist upon the occurrence of certain events
or upon an expiration date measured from such events; or
The charter may combine any term or condition set forth in Subsection B with that
set forth in Subsection C. Should the charter fail to set forth the character or term of the
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public corporation's existence, the existence of the public corporation shall expire five years
after the date of the issuance of its charter.
Section 22.040 Powers -- Generally
Except as otherwise limited by the State Constitution, the Bremerton City Charter, by
statute, this chapter, or by the charter of the public corporation, a public corporation shall
have the power to:
A. Own and sell real and personal property;
B. Contract and enter into partnership with individuals, associations and
corporations, and the state and the United States of America;
C. Sue and be sued;
D. Lend and borrow funds;
E. Do anything a natural person may do;
F. Perform all manner and type of community services and activities utilizing federal,
state, local government or private funds;
G. Administer and execute federal and state grants and programs;
H. Receive and administer federal, state and local government funds;
I. Provide and implement such municipal services and functions as the City Council
may by ordinance direct;
J. Transfer, with or without considerations, and funds, real or personal property,
property interest, or services received from the federal government, private sources or, if
otherwise legal, from the state, a city or county; and
K. Receive and administer private funds, goods or services for any lawful public
purpose.
Section 22.050 Powers -- Specified
Except as otherwise limited by the State Constitution, by statute, the Bremerton City
Charter, this chapter, or the public corporation's charter, the powers granted a public
corporation by Section 22.040 include, but are not limited to the power to:
A. Purchase, lease, exchange, mortgage, encumber, improve, use or otherwise
transfer or grant security interests in real or personal property or any interests therein; grant
or acquire options; and contract regarding the income or receipts from real property;
B. Issue negotiable bonds and notes in conformity with Section 22.420 and
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applicable provision of the Uniform Commercial Code, the Bremerton City Charter and state
law in such principal amounts, as in the discretion of the public corporation, shall be
necessary or appropriate to provide sufficient funds for achieving any corporate purposes or
to secure financial assistance, including matching funds from the United States of America
for corporate projects and activities;
C. Contract for lease, and accept transfers, gifts or loans of funds or property from
the United States of America, the state, other government entities, the city, including property
acquired by any such governmental unit through the exercise of its power of eminent
domain and from corporations, associations, individuals or any other source and to comply
with the terms and conditions thereof;
D. Manage, on behalf of the city, any property acquired by the city through gift,
purchase, construction, lease, assignment, default or exercise of the city's power of eminent
domain;
E. Recommend to the Mayor and the City Council appropriate public improvements
and expenditures in areas of the city in which a public corporation by its charter has a
particular responsibility.
F. Recommend to the Mayor and the City Council property which if committed or
transferred to the public corporation would materially advance the public 'purpose for which
the public corporation was chartered;
G. Initiate, carry out and complete such improvements of benefit to the public as the
City Council may by ordinance assign;
H. Recommend to the Mayor and the City Council such tax financing and security
measures as the public corporation may deem appropriate to maximizing the public interest
in any area in which a public corporation, by its charter, has a particular responsibility;
I. Lend its funds, property or credit or services for corporate purposes, or act as a
surety or guarantor for corporate purposes;
J. Provide advisory, consultative, training, educational and community services or
advice to individuals, associations, corporations, or governmental agencies, with or without
charge;
K. Control the use and disposition of corporate property, assets and credit;
L. Invest and reinvest its funds;
M. Fix and collect charges for services rendered or to be rendered, and establish the
consideration for property transferred;
N. Sponsor, lease, manage, construct, own and lease or otherwise participate in
housing projects where such activity furthers the public purpose for which the public
corporation is chartered;
O. Maintain books and records as appropriate for the conduct of its affairs; and
P. Conduct corporate affairs, carry on its operations, and use its property as allowed
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by law and consistent with this chapter, its charter and its rules and regulations; and to name
corporate officials, designate agents and. engage employees; prescribe their duties,
qualifications and compensation; and secure the services of consultants for professional
services; technical assistance or advice;
Q. Identify and recommend to the Mayor and the City Council the acquisition by the
city for transfer to or use by the public corporation of property and property rights which are
within a community development project, and which if so acquired, whether through
purchase or the exercise of eminent domain, and so transferred or used, would materially
advance the public purposes for which the public corporation was chartered.
Section 22.060 Additional Powers
Except as otherwise limited by this chapter or by its charter or by law, a public
corporation shall have in addition the powers enumerated in Sections 22.040 and 22.050 the
power and authority:
A. To have a corporate seal and to alter the same at pleasure;
B. To cease its activities and operations and surrender its charter through dissolution
procedures provided in Section 22.470;
C. To exercise and enjoy such additional powers as may be authorized by law; and
D. To have and exercise all powers necessary or convenient to effect the purposes
for which the public corporation was organized and to perform authorized corporate
functions.
Section 22.070 Limitation of Powers
A. A public corporation organized under this chapter shall have no power of
eminent domain nor any power to levy taxes or .s. pecial assessments.
B. No public corporation may incur or create any 1/ability that permits recourse by
any contracting party or member of the public to or upon any assets, services or credit of the
city;
C. No funds, assets, or property of any public corporation 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 substantial part of the activities of any public corporation 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 City Council, provided,
however, that members and officials of a public corporation may respond to requests by
members of Congress, state legislators or the City Council for information, and appear
before any such legislative body in connection with funding and other matters directly
affecting the public corporation or its ability to carry out the purposes for which it is
chartered.
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Section 22.080 Purview of Affairs
A. All funds, assets or credit of the public corporation shall be applied toward or
expended upon municipal and community services and projects and activities authorized by
its charter. A public corporation organized under this chapter shall not issue shares of
stock, pay dividends, make private distribution of assets, make loans to corporate officials,
or engage in business for profit.
B. The limitation of Subsection A does not preclude the following transactions or
activities, and a public corporation, unless restricted by its charter, may:
1. Compensate corporate officials or constituents a reasonable amount for
services rendered, and reimburse reasonable expenses actually incurred in performing their
duties.
2. Assist corporate officials or members as members of a general class of
persons to be assisted by a project or activity of an approved program to the same extent as
other members of the class and as long as no special privileges or treatment accrues to such
corporate official or member by reason of his or her status or position in the public
corporation;
3. Return to corporate officials or members fees, dues or service charges
originally contributed by them and surplus to the purposes for which collected;
4. Defend any corporate official, or former corporate official (including
employees) in any legal or administrative proceeding in which he or she is made a party by
reason of his or her position or former corporate position, or at the public corporation's
option, indemnify such corporate official or former corporate official for expenses actually
and necessarily incurred by him or her in connection with such defense, except as to matters
involving willful misconduct in the performance of duty; and
5. Sell assets for a considerations greater than their reasonable market value
or acquisition costs, or charge for services more 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 public corporations general object or purpose and is applied
to or expended upon municipal and community services and projects and activities as
aforesaid.
Section 22.090 Application for Charter
A. To initiate proceedings to charter a public corporation under this chapter, any
person or group of persons shall apply in duplicate to the City Clerk therefore. The
application shall set forth:
1. The proposed name of the public corporation;
2. The character or period of its duratiOn;
3. The precise purposes or functions to be performed;
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4. The charter requested;
5. The names and addresses of persons nominated as the initial corporate
officials;
6. The funds and other assets necessary to undertake the activities or
functions contemplated within the coming year; the anticipated sources of such funds and
assets; and any other supporting data the applicants deem appropriate and necessary to
evaluate their application; and
7. The name and address of each applicant.
The applicant(s) may amend, correct or supplement the application during review
and processing thereof. No applicant shall be an official or employee of the city.
B. One copy of the application shall be filed with the City Clerk as a public record
open to public inspection and one copy shall be forwarded to a responsible city official
designated by the Mayor. To allow for public inspection and review, at least fourteen days
shall elapse between filing of an application and issuance of a charter.
Section 22.100 Review of Application
The Mayor's designee shall review all applications to determine the following
matters, refer to the Mayor his findings, and make recommendations with respect to:
A. Whether chartering the public corporation will help to fulfill the purposes set
forth in RCW 35.21.725 through 35.21.755;
B. Whether the requested character or duration of the public corporation is
reasonably necessary for the actMties or functions to be performed;
C. Whether changes, revision, or modifications should be made in the proposed
charter to comply with this chapter, and to further the best interests of the city, all as a
condition to approval of the application or issuance of the charter;
D. Whether the corporate officials nominated are qualified to hold such poiitions,
dedicated to further the best interests of the program and purposes of the public
corporation, and as a group have the necessary background and experience to conduct the
affairs and operations contemplated by the public corporation;
E. Whether the charter should issue as requested, or with changes, revision or
modification, or upon certain conditions, restrictions or the occurrence of certain events; or
whether the application should be denied.
Section 22.110 Issuance of Charter
A. After evaluating the application in accordance with Subsection 22.109, the Mayor
will forward the application to the City Council for their evaluation and, if approved,
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authorize and direct issuance of the charter by the Mayor. The City Council will provide this
direction in a City ordinance which will also provide any modifications or changes to the
application and Mayoral recommendation.
B. A charter establishing a public corporation shall be issued in duplicate originals,
each signed by the Mayor and bearing the City Seal attested by the City Clerk and filed as a
public record; and a duplicate original shall be delivered to the applicant(s). The City Clerk
shall give notice of the issuance of the charter to the Secretary of State and furnish a copy of
the charter and this chapter upon request therefore.
Section 22.120 Effect of Issuance of the Charter
The public corporation shall commence its existence effective upon filing of its
charter as issued and attested, unless a different time is specified therein. Except as against
the state or the city in a proceeding to cancel or revoke the charter, or to compel
compliance with a representation made in the application, filing of an original charter and
delivery of a duplicate original charter shall conclusively indicate that all conditions
precedent have been fulfilled and that the public corporation has been established in
compliance with the procedures of this chapter.
Section 22.130 Organizational Meeting
Upon issuance of the charter, the applicant(s) shall call an organizational meeting of
the persons nominated as corporate officials in the application as approved within thirty
days, giving at least ten (10) days advance notice to each, unless waived in writing, provided
the organizational meeting may be postponed to a more appropriate time when the charter
provides for a corporate existence contingent on certain events or occurrences or
commencing at a future time. At such meeting the Board of Directors shall organize itself,
may appoint interim officers and non-voting members of the Board of Directors to serve
until the selection processes provided in or by the charter be complied with, select the
temporary place of business, and assist in organizing the Membership.
Section 22.140 Charter Contents
A. The charter shall set forth the following:
1. The name of the public corporation and its corporate seal;
2. The character or period of duration of the public corporation as provided
in Section 22.030;
3. This Statement in a prominent place: "(Name of the Public Corporation)
is organized pursuant to Ordinance ~ of the City of Bremerton. All liabilities incurred by
such public corporation, commission or authority shall be satisfied exclusively from the
assets and credit of such public corporation, commission or authority; and no creditor or
other person shall have any recourse to the assets, credit or services of the city creating the
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same on account of any debts, obligations or liabilities of such public corporation,
commission or authority."
4. The purpose and scope of activities of the public corporation;
5. The powers of the public corporation and any limitations thereon as
provided in Sections 22.040, 22.050 and 22.060;
6. The structure or fundamental organization of the public corporation;
7. The division of duties within the corporate structure as provided in Section
22.190;
8. The powers and duties of the Board of Directors;
9. The powers and duties of any membership with advisory or voting rights;
10. The method of amending its rules and regulations or adopting another set;
and
11. The method of proposing amendments to its charter to the Mayor and the
City Council.
B. The charter shall set forth the following matters in conformity with Sections
22.240 through 22.310 and 22.330 and 22.340 respectively, or, within stated guidelines,
authorize the rules and regulations to define any or all of the following matters:
1. The corporate offices and tenure of officers: The number of positions,
powers and duties and term of each corporate office; the manner of appointment, selections
or election of office holders and the appointing, selecting or electing authority; performance
of duties of the office upon illness, death, incapacity or absence of the corporate officer; the
filling of vacancies; and any qualifications for the office and conditions upon exercising its
powers;
2. The composition of the Board of Directors: its size and numbers; the term
and qualifications for member positions; the organization and powers of its positions; the
manner of appointment, selection or election and the appointing, selecting or electing
authority; Board of Directors committees and duties and the filling of vacancies.
3. The composition of the Membership, if any: its character, powers and
voting rights; division by classes and the powers of such classes; any referendum to or
initiative by the Membership; eligibility of citizens to become a member and the method of
acquiring such status; participation by persons in limited capacities, such as honorary or
advisory positions or status, affiliation, and the rights and powers of persons in such limited
capacity; termination of member status;
4. The maintenance of corporate records and public access thereto;
5. Regular and special meetings of the Board of Directors and notice
requirements;
6. Regular and special meetings of any membership and notice requirements;
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7. The quorum of the Board of Directors and of any membership necessary
to conduct affairs;
8. The method of voting and for representation of persons absent from
meetings, if allowed;
9. Suspension or removal of corporate officials from an office or position; and
conditions which require such suspension;
10. Any other provision pertaining to the internal affairs of the public
corporation as deemed appropriate.
The provision of the charter insofar as consistent with federal and state law and with this
chapter shall control the affairs and operations of the public corporation.
Section 22.150 Limits upon Name -- Seal
The corporate name shall not appear deceptively similar to the name of any
corporation, existing or organized under the laws of the state or authorized to transact
business or conduct affairs in the state, or a corporate name reserved or registered as
permitted by the laws of the state.
The corporate seal shall carry the name of the public corporation.
Section 22.160 Mandatory Statement -- Reservation
The City Council, by amendment to this chapter, may amend the statement required
by Section 22.140 A.3 from time to time to reflect any subsequent changes in state
legislation which might affect the powers, structure or duties of public corporations created
by this ordinance, and such an amendatory statement shall be attached as an amendment to
the charter of the public corporation.
Section 22.170 Scope of Activities -- Constraint
A. Whenever the laws of the state or of the United States of America or a city
ordinance shall require a license or permit to undertake certain activ/ties or perfon'n an act,
the public corporation prior to undertaking the activity or performing the act, shall comply
therewith to the same extent as any other agency, commission or board otherwise
established by the city.
B. If authorized by its charter to do so, a public corporation may undertake projects
and activities or perform acts outside the limits of the city in those areas of another
jurisdiction whose governing body by agreement with the city consents thereto.
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Section 22.180 Corporate Structure -- Basic Pattern
A. Power and responsibility within the corporate structure shall be distributed
among the corporate officers, the Board of Directors and any membership.
B. The corporate officers shall manage the daily affairs and operations of the public
corporation. If the charter so provides, corporate officers may be members of the Board of
Directors or as a commission comprise the Board of Directors.
C. The Board of Directors shall oversee the activities of corporate officers, establish
and/or implement policy, and participate in corporate activities as prescribed by the charter
at least to the extent provided by Section 22.200.
D. The charter shall establish a membership with at least the powers set forth in
Section 22.210 A through D, unless the Mayor and City Council expressly determine that a
membership with such powers would not be in the public interest and approves a charter
without a membership, or a charter amendment to abolish or modify it. A charter that does
not provide for a membership or that prescribes a membership with advisory capacity only
shall repose stewardship for management and determination of all corporate affairs in the
Board of Directors.
E. If a membership be provided, the Board of Directors or a committee thereof shall
report to the Membership at a meeting held at least quarterly and receive such advice,
counsel or directions as the charter shall designate.
Section 22.190 Officers -- Division of Duties
A. A public corporation shall have two or more corporate officers, The same person
shall not occupy both the chief executive office of the corporation and office responsible for
the custody of funds and maintenance of accounts and finances.
B. Unless the charter provides otherwise, the chief executive officer shall be the
agent of the public corporation for service of process; the rules and regulations may
designate additional corporate officials as agents to receive or initiate process.
Section 22.200 Board of Directors Concurrence Required
General or particular authorization or concurrence of the Board of Directors by
resolution shall be necessary for any of the following transactions:
A. Transfer or conveyance of an interest in real estate, other than a release of a lien
or satisfaction of a mortgage after payment has been received and the execution of a lease
for a current term less than one year;
B. The contracting of debts, issuances of notes, debentures, or bonds, and the
mortgaging or pledging of corporate assets to secure the same;
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C. The donation of money, property or other assets belonging to the public
corporation;
D. An action by the public corporation as a surety or guarantor;
E. All transactions in which the consideration exchanged or received by the public
corporation exceeds Ten Thousand Dollars ($10,000.00), the performance by the public
corporation shall extend over a period of one year from the date of execution of an
agreement therefore, or the public corporation assumes duties to the city, the state, or the
United States of America;
F. Any project or activity outside the limits of the City;
G. Adoption of an annual budget;
H. Certification of annual reports and statement to be filed with the City Clerk as
true and correct in the opinion of the Board of Directors and of its members except as
noted;
I. Proposed amendments to the charter; and
J. Such other transactions, duties and responsibilities as the charter shall repose in
the Board of Directors or require Board of Directors participation by resolution.
Section 22.210 Membership Concurrence Required
If the charter provides for a membership with power to participate in determination
of corporate policy in addition to advising, to vote upon corporate affairs or to elect some or
all corporate officials, or to pass on action by referendum or commence action by initiative,
then the concurrence of the Membership shall be necessary upon any of the following
matters:
A. Proposed amendments to the charter;
B. Proposed amendments to the rules and regulations of the public corporation on
matters within the power and responsibility of the Membership;
C. Fixing the compensation of corporate officials and nature and limit of expenses
incurred by corporate officials that may be reimbursed, unless the charter sets the same;
D. The election or selection of an independent auditor; and
E. Such other matters as the charter may designate.
Section 22.220 Rules and Regulations
A. The rules and regulations shall be subordinate to and consistent with the charter;
and may be altered, amended or repealed from time to time as the charter shall prescribe,
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and shall set forth such matters designated in Section 22.140 B, as the charter shall
authorize.
B. Adoption of or amendments to the rules and regulations shall not take effect until
ten days after filing of the same with the City Clerk, unless such amendment(s) shall have
been passed by unanimous vote of the Board of Directors and the Membership (if affected
by the amendment), and an earlier effective date be set.
Section 22.230 Proposing Charter Amendments
A. A public corporation may propose to the City Council, via the Mayor that its
charter be amended by the City Council by a procedure outlined in its charter and in
conformity with Section 22.330 at a regular or special meeting of the Board of Directors of
which thirty (30) days advance notice was given; and where concurrence of the Membership
be required by the charter or by Section 22.210, by or a vote of the members at a regular or
special meeting at which consideration of the proposed amendments was scheduled and
thirty (30) days advance notice given. Each method shall comply with procedures
prescribed by the charter in accordance with Section 22.320.
B. Notice of a proposed charter amendment given to members of the Board of
Directors and to members shall set forth the proposed amendment and a statement of its
purpose and effect.
Section 22.240 Corporate Offices and Officers
A. Corporate officers may be elected or appointed by the Board of Directors, by the
Membership, by a nomination-selection process of both the Board of Directors and the
Membership, or by any other process or combination of the above as the charter may set
forth or as may be provided in the rules and regulations.
B. No term of office shall exceed four (4) years. Unless the charter so provides,
indefinite terms conditioning tenure in office upon the continued confidence or pleasure of
the Board of Directors and/or Membership shall not be allowed.
C. The charter or the rules and regulations shall require that any official responsible
for accounts and finances shall file a fidelity bond in an amount determined by the public
corporation before taking office, and may hold the corporate office only as long as such a
bond continues in effect.
Section 22.250 Code of Ethics -- Conflict of Interest
Members of the Board of Directors, its officers and all employees of the public
corporation shall be governed by this ordinance and amendments thereto, and state laws
and city ordinances regarding ethical conduct and conflict of interest standards.
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Section 22.260 Discrimination Prohibited
A. Neither the Board of Directors membership, nor Membership, nor any
employees of the public corporation may directly or indirectly be based upon or limited by
age, race, color, religion, sex, national origin, marital status, sexual orientation, political
ideology or the physical handicap of a capable person.
B. To assure equality of employment opportunity, the public corporation:
1. Will not discriminate in employment because of age, race, color, religion,
sex, national origin, marital status, sexual orientation, political ideology or against a
physically handicapped person capable of performing the work.
2. Will take affirmative action to ensure that applicants are employed, and
that employees are treaded during employment with out regard to their age, race, color,
religion, sex, or national origin. The public corporation will, in all solicitations or
advertisement for employees placed by or on behalf of the public corporation, state that all
qualified applicants will receive consideration for employment without regard to age, race,
color, religion, sex or national origin.
Section 22.270 Composition of the Board of Directors
A. The Board of Directors shall have three (3) or more members. No term of a
position on the Board of Directors shall exceed four (4) years. If no duration of term be
provided by the charter, the term of a position on the Board of Directors shall be two (2)
years.
B. All appointments to the Board of Directors by the public corporation shall require
the concurrence of the City Council.
C. The charter may, but need not, establish different terms for various positions on
the Board of Directors; stagger the terms; require special qualifications for certain
positions; include corporate officers as ex-officio members or observers; provide for the
election, selection, or appointment of all or some positions by the Membership, by other
members of the Board of Directors, or by other appointing authorities; ahd establish
advisory or honorary positions without voting powers or with limited voting powers.
D. If the charter provides for Board of Directors committees, the Board of Directors
by resolution may designate and appoint one or more committees consisting of at least three
(3) or more members to represent the Board of Directors.
E. Procedures for the selection and establishment of the initial Board of Directors
shall be contained in the charter of the public corporation.
Section 22.280 Composition of the Membership
A. Insofar as such differences or provisions are related to the projects and activities
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to be undertaken by the public corporation, the charter may:
1. Divide the membership into classes by objective criteria, and assign
differing powers or duties to each class;
2. Confer on certain classes of members advisory capacity only, while other
classes of members may vote on specific matters or have general voting powers; or
3. Provide for limited membership in the Membership or establish dues or a
membership fee.
B. The charter may provide for open participation; and the charter may provide for
affiliation by persons not eligible or unwilling to assume status as a member.
C. Unless the charter provides otherwise, anyone sixteen (16) years of age or older
shall be eligible for member status; and each member shall have the same and equal rights
and vote that every other member enjoys.
D. Membership status shall be personal and may not be transferred by purchase or
sale or assignment or by payment of any other consideration.
Section 22.290 Access to Records
A. A public corporation shall keep an official journal containing the minutes of
proceedings at all meetings of the Board of Directors and any meetings of any membership
and the resolutions of the Board of Directors.
B. Any citizen shall have access to records and information of the public corporation
to the same degree as a citizen enjoys to records and information of any agency of the city.
C. The public corporation will provide access to all necessary records to the Bremerton
City Auditor for functional and financial internal audits as the Bremerton City Audit
Committee may direct from t/me to time.
Section 22.300 Meetings of the Board of Directors
A. The Board of Directors shall meet at intervals as provided in or by the charter;
special meetings of the Board of Directors may be called as provided by the charter or in the
rules and regulations.
B. The Board of Directors of a public corporation shall be the governing body of a
public agency as defined in the "Open Public Meetings Act," RCW 42.30.020, and all
meetings of the Board of Directors shall be held and conducted in accordance with RCW
42.30.010 et seq., and special meetings may be called therein provided. In addition, any
member of the Board of Directors, upon five (5) days notice, may call a special meeting of
the Board of Directors to consider matters appropriate to a regular meeting if twenty-five
(25) days have elapsed since the previous Board of Directors meeting and no future Board
of Directors meeting has been scheduled.
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C. All meetings shall be open to the public, except the Board of Directors may hold
an executive session to consider matters exempt from open meetings under RCW 42.30 and
shall enter the cause therefore upon its official journal.
D. Any of the actions identified in Section 22.200 A may be authorized by the Board
of Directors without a meeting upon the unanimous written concurrence thereto of all
members of the Board of Directors who are entitled to vote on the matter; and upon entry
of such action together with the written concurrence upon the official journal the action
shall have the force and effect as if taken at a meeting.
Section 22310 Meetings of Any Membership
A. Meetings of the Membership shall be held at lest once every calendar quarter or
at more frequent intervals as provided in the charter. Special meetings of the Membership
may be called by the Board of Directors or by petition of the members as provided by the
charter or the rules and regulations.
B. Notice of meeting, stating the place day and hour, shall be mailed to members
entitled to be present at least ten days and not more than thirty (30) days before the
meeting.
C. Any member or corporate official may call a special meeting of the Membership
upon notice aforesaid, with the expense of notice to be borne by the public corporation t°
consider matters appropriate to a quarterly meeting if ninety (90) days have elapsed after
the previous meeting and no meeting of the Membership shall have been scheduled w/thin
thirty (30) days.
Section 22320 Meetings -- City Participation
A. The failure to hold and conduct a regular meeting shall not work a forfeiture of
dissolution of the public corporation, but upon notice from the Mayor or City Council, the
public corporation shall promptly call and conduct a special meeting to consider matters
appropriate to the regular meeting bypassed.
B. The Mayor and the City Council shall be given notice of any meetings of a
membership or the Board of Directors and be entitled to appear in person or by
representative.
Section 22.330 Quorum
The charter or the rules and regulations pursuant thereto shall establish the quorum
necessary for action by the Board of Directors or Membership.
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Section 22340 Voting -- Representation
A. The charter or rules and regulations pursuant thereto shall provide for the
manner of balloting and any representation of persons absent from meetings. For example,
the charter may, but need not provide for or allow: balloting by mail; absentee ballots or
written statements received by mail or delivery (before or after a meeting) to supplement
balloting at a meeting; or voting as directed in a written proxy taking a position on particular
issue, candidacy, or nomination.
B. No proxy or voting trusts or pooling arrangements shall be allowed delegating to
the holder discretion in casting a ballot or to act for a principal on undisclosed or general
matters to be raised at a meeting of the Board of Directors or of the Membership.
Section 22350 Tenure in Office
A. A corporate official shall serve for the term designated and until his successor
shall have been elected or appointed and qualified.
B. Any corporate official may be removed from any corporate office or position in
such a manner as the charter or rules and regulations pursuant thereto shall prescribe. Any
position or corporate office may be abrogated or extinguished during an existing term.
Upon removal from a corporate office or position or upon the abrogation or extinCtion
thereof, such corporate official shall have no power of office, but the same shall be without
prejudice to any vested contract right to compensation for services rendered or tendered.
Section 22.360 Deposit of Public Funds
All money belonging to or collected for the use of the public corporation coming into
the hands of any officer thereof, shall immediately be deposited with the treasurer or other
legal depositary to the credit of such public corporation for the benefit of the funds to which
they belong.
Section 22.370 Private Use of Public Funds Prohibited
The making of profit out of public money or using the same for any purpose not
authorized by law by any officer having the possession or control thereof is prohibited.
Section 22380 Safeguarding of Funds
The public corporation shall deposit all funds in a depository, and otherwise
safeguard such funds pursuant to good business practices.
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Section 22.390 Establishment and Maintenance of Office and Records
The public corporation shall:
A. Maintain a principal office at a location w/thin the limits of the city;
B. File and maintain current with the City Clerk a listing of all corporate officials,
their positions and their home addresses, the address of its principal office and of all other
offices used by it and current set of its rules and regulations;
C. Place the statement set forth in Section 22.140 A3 or as amended pursuant to
Section 22.160 in a prominent location in its principal office and at all other offices where
the public may readily see it; and print or stamp said statement on all contracts, bonds, and
other documents that may entail any debt or liability by the public corporation; and
Section 22.400 Reports and Information
The public corporation shall:
A. File an annual report with the City Clerk containing an audited and certified
statement of assets and liabilities and of income and expenditures during the previous year
w/th a summary of projects and activities conducted;
B. Furnish the Mayor and City Council w/th such statements, records, reports, data
and information, as the Mayor, City Council, or City Auditor may request pertaining to
matters connected with any projects or activities of the public corporation;
C. Answer fully and within a reasonable time any written inquiries by appropriate
city officials in the course of their duties about its finances, organization or activities.
Section 22.410 Audits and Inspections
The public corporation shall, at any time during normal business hours and as often
as the Mayor, the City Council, the City Auditor, the City Clerk or the State Auditor deem
necessary, make available to the same all its financial records, and will permit the same 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 of the aforesaid matters.
Section 22.420 Bonds and Notes
A. Bonds and notes issued by the public corporation may be secured by the full faith
and credit of the public corporation or may be made payable solely out of certain revenues
and receipts as may be designated in the proceedings under which the issuance of the bonds
and notes are authorized. All bonds or notes shall carry in a prominent place thereof the
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statement set forth in Section 22.140 A3 or as amended pursuant to Section 22.160. All
bonds and notes or liabilities occurring thereunder shall be satisfied exclusively from the
assets or credit of such public corporation, and no creditor or other person shall have and
recourse to the assets, credit or services of the city thereby, unless the City Council shall by
ordinance expressly guarantee such bonds or notes.
B. Bonds and notes of the public corporation 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
public corporation. Bonds and notes may be made 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 public corporation may determine and provide in the proceedings under which such
bonds and notes shall be issued.
C. The public corporation may at the time of the issuance of such bonds and notes
make such covenants with the purchasers and holders of said bonds and notes 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 notes and/or take possession and
use or operate and manage corporate assets securing the bonds and notes in event of
default or insolvency of the public corporation. With such powers as may be contained in
any covenants relating to the bonds and notes; and to limit the amount, time and/or
conditions under which additional bonds and notes may be issued or debts incurred.
D. The public corporation may pay expenses, premiums and commissions which it
may deem necessary in connection with the issuance and sale of its bonds and notes and
take such other actions or make such commitments as necessary or convenient in the
issuance and serv/cing of such bonds and notes as are consistent with this chapter although
not enumerated in this chapter.
Section 22.430 Charter Amendment
A. '~k public corporation proposing an amendment to its charter after approval in
accordance with Section 22.230 shall file the same in duplicate with the City Clerk. One
proposed amendment shall be filed as public record and the other forwarded to the Mayor
or Mayor's designee for review and recommendations. The Mayor may approve or
disapprove recommendation. A charter amendment proposed by a public corporation shall
take effect and become a part of the charter upon the concurrence of the City Council and
the filing of the Mayor's approval with the City Clerk.
B. When required by law, each public corporation charted pursuant to this chapter
shall propose to the Mayor an amendment to the public corporation's charter that will
conform with said law. Membership approval as provided in Section 22.230 shall not be
required for any proposed charter amendment required by law.
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Section 22.440 Intervention
A. When authorized by resolution of the City Council after a public hearing held
with notice to the public corporation the Mayor or City Council as provided in said
resolution may intervene, and exercise such control over a public corporation as is necessary
and appropriate to correct any deficiency and/or to assure that the purposes of a program
undertaken may be reasonable accomplished, including directing affirmative action, when:
1. The Board of Directors of the public corporation has requested such
intervention by resolution;
2. The public corporation has failed to set forth the statement required by
Section 22.390 C and set for in Section 22.140 A3 in written contracts, bonds or other
documents;
3. The public corporation has represented to the public or to creditors that
recourse may be had to the assets, property or credit of the city on account of acts or
omissions of the public corporation, unless such secondary or direct liability be in fact
assumed by the City Council;
4. The public corporation has failed to file an annual report as required by
Section 22.400 A after notice of such omission;
5. A deadlock has occurred in the Board of Directors, or the membership of
the Board of Directors is insufficient to constitute a quorum for conduct of affairs so that the
public corporation is unable to conduct its operations or perform its projects and activities;
6. The Board of Directors has continuously failed to conduct meetings as
required by its charter, or the public corporation has neglected or refused to conduct a
meeting after notice from the Mayor and/or City Council to do so pursuant to Section
22.320;
7. The Board of Directors has unreasonably impaired public participation in
the conduct of projects and activities or oppressed or hindered any membership in its
exercise of its powers and responsibilities;
8. The assets of the pubiic corporation have been or are committed to be
misapplied or wasted, or illegally expended; or
9. The public corporation has committed or is about to commit a material
violation of this ordinance or its charter.
B. The Mayor or City Council may take such actions as necessary to achieve the
object of the intervention stated in the resolution of the City Council and make corrections
or revisions ancillary thereto, and shall accomplish the purposes of the intervention as
expeditiously as reasonable; corporate officers shall not be displaced nor the conduct of
their duties impaired more than necessary to accomplish the purposes of the intervention
and the intervention shall cease as soon as the obiectives stated in the resolution and
corrections ancillary thereto have been accomplished:
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Section 22.450 Trusteeship
A. The city by resolution of the City Council after a public hearing held with notice
to the public corporation may petition the Superior Court to impose a trusteeship upon a
public corporation organized pursuant to this chapter and to appoint the trustees therefore
under any of the following circumstances:
1. The Board of Directors of the public corporation has requested same by
resolution;
2. The public corporation has filed a statement of dissolution preparatory to
termination of its existence;
3. The public corporation becomes insolvent or otherwise unable to carry out
its contractual obligations to creditors and other persons;
4. The charter was procured through fraud or misrepresentation of any
material matter that has an effect upon the projects of activities to be undertaken;
5. The public corporation has filed an annual report with the City Clerk that
is false of deceptively misleading on a material matter;
6. The public corporation is incompetent or ineligible to carry out the public
purposes for which it was chartered;
7. The public corporation has misused, abused, or continuously exceeded the
power or authority conferred by this chapter or its charter, or committed repeated violations
of this chapter or its charter; or
8. The assets of the public corporation have been or are committed to be
misapplied or wasted or illegally expended, or a material violation of this chapter has been
committed or is about to be committed, and the City Council determines that intervention
as provided in Section 22.440 would not be feasible under the circumstances.
B. The trustees appointed by the Superior Court shall take such actions as necessary
during the trusteeship to achieve the object thereof as reasonable. The trustees shall have
the power and authority to reorganize the public corporation and amend its charter and/or
its rules and regulations; suspend and/or remove corporate officials, and manage the assets
and affairs of the public corporation; and exercise any and all corporate powers as necessary
or appropriate to fulfill outstanding agreements, to restore the capability of the public
corporation to perform the functions and activities for which it was chartered, to reinstate its
credit or creditability with its creditors or obligees; and, if so authorized by the Superior
Court, to oversee its dissolution.
Section 22.460 Termination
The existence of the public corporation may be terminated by resolution of the City
Council at or after a public hearing, held with notice to the public corporation and affording
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it a reasonable opportunity to be heard and present evidence, under any of the following
circumstances:
A. The Board of Directors of the public corporation has requested the same by
resolution;
B. The public corporation has discontinued its projects and activities for which
chartered or remained inactive for a period six (6) month in succession;
C. A judgment of a court of competent jurisdiction shall have become final, which
judgment annuls the existence of the public corporation, or prohibits it from conducting all
or the major portion of the activities for which chartered or permits recourse by creditors of
the public corporation or other persons to the assets, property or credit of the city on
account of any debts, obligations or liabilities of the public corporation;
D. Any one or more of the circumstances for imposition of a trusteeship stated in
Section 22.450 A3 through A8 inclusive, together with an affirmative finding by the City
Council that a trusteeship would not be feasible under the circumstances or could not attain
its objective; and that termination is warranted;
E. Repeal of enabling legislation authorizing public corporations, or amendment
thereof or supplementary legislation thereto which singularly or cumulatively restricts all or
the major portion of the activities for which the public corporation was chartered, or permits
recourse by creditors of the public corporation or other persons to the assets, property or
credit of the city on account of any debts, obligations, or liabilities of such public
corporation; or
F. Continuous trusteeship of the public corporation for one year, or the imposition
of a trusteeship for whatever cause(s) three (3) times in any one-year period.
Subject to any limitations that may be imposed by the judgment of a court of competent
jurisdiction, provision shall be made in any termination of the public corporation's existence
for causes designated in this section for payment of any obligations, bonds, notes or other
contracts of indebtedness from the rights and assets of the public corporation so that such
bonds and contracts be not impaired.
Section 22.470 Dissolution -- Statement
Upon enactment of a resolution by the City Council for dissolution of the public
corporation or by the public corporation for its own dissolution other than for purposes of
merger or reorganization in a plan approved by the Mayor and City Council, the public
corporation shall file a dissolution statement signed by its chief executive officer setting
forth;
A. The name and principal office of the public corporation;
B. The debts, obligations and liabilities of the public corporation, 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 of
completion of its dissolution;
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C. Any pending litigation or contingent liabilities;
D. The Board of Directors resolution providing for such dissolution and the date(s)
and proceedings leading toward it adoption, whenever the dissolution be voluntary; and
E. A list of persons to be notified upon completion of the dissolution.
The Mayor shall review the 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 Mayor shall
indicate such dissolution by inscription of "CHARTER CANCELED" on the original
charter of the public corporation on file with the City Clerk and, when available, on the
duplicate original of the public corporation, and the existence of thepublic corporation shall
cease. The City Clerk shall give notice thereof to the Secretary of State and other persons
requested by the public corporation in its dissolution statement. When applicable the
Supreme Court of the State of Washington shall have jurisdiction to appoint and supervise
receivers in accordance with RCW 35.21.750.
Section 22.480 Merger with Public Corporation
An application by a public corporation to merge with or into another public
corporation organized under this chapter shall be processed in the same manner as a
charter amendment by the public corporation and as an application for charter in
accordance with Sections 22.090 and 22.100; and concurrence by City Council and approval
by the mayor shall authorize the merger. In the event of such a merger, all of the rights,
assets and property of the public corporation shall vest in the surviving public corporation or
successor public corporation.
Section 22.490 Termination -- Disposition of Assets
Upon termination of the ex/stence of a public corporation, all of the rights, assets and
property of the public corporation shall pass to and be distributed as provided by
agreements with donors or other parties at the time of acquisition of the property regarding
its disposition. Subject thereto, all of the rights, assets and property of a public corporation
shall be tendered to the entity first listed below and, if not applicable or not accepted, to the
next listed entity in succession:
A. To the surviving or successor public corporation in event of a merger as provided
in Section 22.480;
B. To the city;
C. To some other local municipal corporation that performs similar activities or
functions for which the assets were acquired or are devoted;
D. To the state for use in or application upon projects and activities or functions for
which the assets were acquired or are devoted;
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E. To the United States of America, any of its departments or agencies; a public
authority created by the United States of America; or an organization acting as an
authorized agent of the United States of America;
F. To a corporate fiduciary or other trustee, in trust for or use under the direction of
any of the aforesaid entities for the purposes, projects and activities for which the assets
were acquired or devoted;
G. To nonprofit organizations performing community service, charitable or
educational activities similar to the projects and activities for which the assets were
acquired; provided the City Council may in its discretion by resolution with respect to any
particular dissolution:
1. Authorize the Mayor for and on behalf of the city to contract with the
public corporation for the disposition of its rights, assets and property, and thereby
designate the recipient and the terms and purposes of the transfer of assets and property;
and
2. Establish procedures and terms and conditions for transfer and acceptance
of the rights, assets and property of the public corporation to any of the aforesaid entities;
and
3. Requires some or all of the aforesaid eligible entities identified in
Subsections B through E to submit applications for transfer of such rights, assets and
property of the public corporation setting forth the proposed uses thereof, and accept the
application and contract with the entity or organization that would make the most
appropriate use of such rights, assets and property in performing the projects and activities
for which the public corporation was chartered.
All rights property and assets of the public corporation upon transfer shall be vested in the
entity receiving and accepting the same, together with any appurtenant obligations and
liabilities.
Section 22.500 Insurance
Each public corporation chartered pursuant to this chapter shall maintain in full
force and effect public liability insurance in the amount specified by the Mayor and City
Council which is sufficient to cover potential claims for bodily injury, death or disability and
for property damage which may arise from or be related to projects and activities of the city,
naming the city as an additional insured.
Section 22.510 Unauthorized Representation
All persons who knowingly and intentionally assume to act for the public corporation
without authority to do so shall be jointly and severally liable for the debts and liabilities
incurred or arising as a result thereof.
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Section 22.520 Ancillary Authority
The Mayor and City Clerk are granted all such power and authority as reasonably
necessary or convenient to enable them to administer this chapter efficiently and to perform
the duties imposed in this chapter.
Section 22.530 Construction
This chapter shall be liberally construed so as to effectuate its purposes.
Section 22.540 Waiver
When requested by a public corporation in order to secure or carry out federal grants
or programs, the City Council may waive compliance y the public corporation with any
particular provision of this chapter, other than Sections 22.010; 22.140 A3; 22.160; 22.170;
22.360 through 22.380; 22.390 C; 22.420; 22.440 A2, A3 and A8; and 22.450, which may be
inconsistent with the terms and conditions of the federal grant or program insofar as
necessary to enable the public corporation to secure and carry out such grant or program.
Section 22.550 Prohibited Conduct
A. No current corporate official or employee shall:
1. Engage in any transaction or activity which is, or would to a reasonable
person appear to be, in conflict with or incompatible with the proper discharge of official
duties, or which impairs, or would to a reasonable person appear to impair, the officer's or
employee's independence of judgment or action in the performance of official duties;
2. Use his or her official position for a purpose that is, or would to a
reasonable person appear to be primarily for the private benefit of the official or employee,
rather than primarily for the benefit of the public corporation; or to achieve a private gain
or an exception from duty or responsibility for the official or employee or any other person;
3. Solicit or receive any retainer, gift, loan, entertainment, favor or other
thing of monetary value from any person where the retainer, gift, loan, entertainment, favor
or other thing of monetary value has been solicited, received or given, or to a reasonable
person would appear to have been special consideration or influence as to any action by
such official or employee in his or her official capacity; provided that nothing shall prohibit
contributions which are solicited or received and reported in accordance with applicable
law;
4. Use or permit the use of any person, funds or property under his or her
official control, direction, custody, or any corporate funds or corporate property, for a
purpose which is or to a reasonable person would appear to be, for the private benefit of the
official or employee or any other person or entity; provided, that nothing shall prevent the
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private use of corporate property which is available on equal terms to the public generally,
or the use of corporate property in accordance with corporate policy for the conduct of
official corporate business, if in fact the property is used appropriately;
5. Disclose or use any information gained by reason of his or her official
position for the immediate or anticipated personal gain or benefit of the official, employee
or any other person or entity; provided, that nothing shall prohibit the disclosure or use of
information which is a matter of public knowledge, or which is available to the public on
request;
6. Except in the course of official duties, assist any person in any corporate
transaction where such corporate official or employee's assistance is, or to a reasonable
person would appear to be, enhanced by that official or employee's position with the
corporation; provided that this subsection shall not apply to any official or employee
appearing on his or her own behalf or representing himself or herself as to any matter in
which he or she has a proprietary interest, if not otherwise prohibited by law;
7. Have a financial or other private interest, direct or indirect, personally or
through a member of his or her immediate family, in any contract or non-contractual
transaction to which the corporation may be a party, and fail to disclose such interest prior
to the formation of the contract, or prior to the time the corporation enters into the
transaction; provided, that this paragraph shall not apply to any contract awarded through
the public bid process in accordance w/th applicable law;
8. Be beneficially interested, directly or indirectly, in any contract which may
be made by, through or under the supervision of such officer, in whole or in part, or which
may be made for the benefit of his office, or accept, directly or indirectly, any compensation,
gratuity or reward in connection with such contract from any other person beneficially
interested therein;
9. Fail to disqualify himself or herself from acting on any transaction which
involves the corporation and any person who is, or at any time within the preceding twelve
(12) - month period has been a private client of his or hers, or of his or her firm or
partnership.
B. A corporate official or employee may perform official duties and participate in
corporate affairs or activities when:
1. The proposed action or activities of the public corporation would not affect
him or her in a manner different in kind from that of the public or community generally, or
when the corporate official is a member of a substantial class of persons included in a
service or assistance program and would not be affected in a manner different in kind from
other member of the class; or
2. The charter or rules or regulations repose responsibility with the Board of
Directors for an action that affects all Board of Directors members in their official capacity
alike; or
3. After disclosure of his or her personal interest, the Board of Directors
finds, by majority recorded vote following discussion in open meeting during which public
comment is permitted, that the official's participation would further the public interest not
withstanding the personal interest disclosed.
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C. In all other instances, any corporate official who may have
a direct or indirect financial interest in any matter coming before
the Board of Directors, shall disclose to the Board of Directors
the nature and extent of such interest, and refrain from voting,
participating in Board of Directors deliberations as an official,
or attempting to influence any other corporation official on the
matter.
Section 22.560 Penalty for Violation
Violation of any provision of Section 22.550 constitutes an
infraction for which a monetary fine not to exceed Five Hundred
Dollars ($500.00), may be assessed by a court of competent
jurisdiction. Violation may be proven by a preponderance of
evidence and need not be proven beyond a reasonable doubt.
APPROVED by the City Council on first reading this 15 day
of May , 1991.
PASSED by the City Council of the City of Bremerton on second
reading this 22 day of May , 1991.
LY~N HORTON, Council President
LOUIS MENTOR,
ATTEST:
KATHLEEN L. McCLUSKEY, City Cl~rk
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SUMMARY OF ORDINANCE NO. 4328
AN ORDINANCE AUTHORIZING THE ESTABLISHMENT AND CHARTERING
OF ONE OR MORE PUBLIC CORPORATIONS, COMMISSIONS AND/OR
AUTHORITIES.
THE CITY OF BREMERTON DOES ORDAIN:
CHAPTER 22
PUBLIC CORPOIL%TIONS, COMMISSIONS AND AUTHORITIES
Section 22.010 Authorization
The city authorizes the establishment and chartering of one or
more public corporations, commissions and/or authorities (in this
chapter called "Public Corporations"), each as an independent legal
entity, to: improve governmental efficiency and services and
general living conditions within the city; administer and execute
federal grants and programs, receive and administer federal funds;
perform all manner and type of community services; provide and
implement such municipal services and functions as the City Council
may direct; and allow a character of community participation in
appropriate municipal projects and activities that are, in
practical effect, restricted by the organizational structure of
city government, all as authorized by RCW 35.21.725 through
35.21.755.
All liabilities incurred by such public corporation,
commission or authority shall be satisfied exclusively from the
assets and credit of such public corporation.
Section 22.020 Definitions
This section defines terminology used.
Section 22.030 Corporate Life
The charter of the public corporation shall establish the
character or term of its existence.
Section 22.040 Powers - Generally
Except as otherwise limited by the State Constitution, the
Bremerton City Charter, by statute, this chapter, or by the charter
of the public corporation, a public corporation shall have the
power to: own and sell property; contract; sue and be sued; lend
and borrow funds; do anything a natural person may do; perform all
manner and type of community services and activities utilizing
federal, state, local government or private funds; administer and
execute federal and state grants and programs; receive and
administer federal, state and local government funds; provide and
implement such municipal services and functions as the City Council
may by ordinance direct; transfer, with or without considerations,
and funds, real or personal property, property interest, or
services received from the federal government, private sources or,
if otherwise legal, from the state, a city or county; and receive
and administer private funds, goods or services for any lawful
public purpose.
Section 22.050 Powers - Specified
This section discusses in detail the powers granted a public
corporation in Section 22.040 above.
Section 22.060 Additional Powers
To have a corporate seal and to alter the same; to dissolve;
additional powers as may be authorized by law; and to have and
exercise all powers necessary or convenient to effect the purposes
for which the public corporation was organized.
Section 22.070 Limitation of Powers
A public corporation may not: have power of eminent domain,
levy taxes or special assessments; incur any liability that permits
recourse by any contracting party or member of the public to or
upon any assets, services or credit of the city; use funds for any
political purpose.
Section 22.080 Purview of Affairs
A. A public corporation shall not issue shares of stock, pay
dividends, make private distribution of assets, make loans to
corporate officials, or engage in business for profit.
B. A public corporation may pay for services, return unused
fees or dues, defend in legal actions, and sell assets.
Section 22.090 Application for Charter
Application to charter a public corporation must be filed with
the City Clerk.
Section 22.100 Review of Application
Ail applications must be reviewed for compliance.
Section 22.110 Issuance of Charter
The City Council must approve issuance of a charter upon
recommendation of the Mayor.
Section 22.120 Effect of Issuance of the Charter
The public corporation shall commence its existence effective
upon filing of its charter as issued and attested, unless a
different time is specified therein.
Section 22.130 Organization Meeting
Upon issuance of the charter, the applicant(s) shall call an
organizational meeting of the persons nominated as corporate
officials in the application as approved within thirty days, giving
at least ten (10) days advance notice to each.
Section 22.140 Charter Contents
A. The charter shall set forth the following:
The name of the public corporation and its corporate seal;
period of duration of the public corporation; a statement regarding
liability; purpose and scope; powers and limitations; structure;
division of duties; powers and duties of the Board of Directors;
powers and duties of any membership with advisory or voting rights;
method of amending its rules; and method of proposing amendments to
its charter, Mayor and City Council.
B. The charter shall set forth the following matters: the
corporate offices and tenure of officers; composition of the Board
of Directors; composition of the Membership, if any; maintenance of
records; meetings and notice requirements; quorum required; method
of voting; and suspension or removal.
Section 22.150 Limits upon Name - Seal
The corporate name shall not be similar to any other.
Section 22.160 Mandatory Statement - Reservation
Amendments will be made to conform to state law.
Section 22.170 Scope of Activities - Constraint
The public corporation must comply with all laws and may
undertake projects outside the limits of the city.
Section 22.180 Corporate Structure - Basic Pattern
This section discusses roles of corporate officers and Board
of Directors.
Section 22.190 Officers - Division of Duties
A public corporation shall have two or more corporate
officers.
Section 22.200 Board of Directors Concurrence Required
Board of Director approval is required for certain activities.
Section 22.210 Membership Concurrence Required
Membership approval is required for certain activities.
Section 22.220 Rules and Regulations
Rules shall be subordinate to the charter; amendments require
a unanimous vote of the Board of Directors.
Section 22.230 Proposing Charter Amendments
Charter amendments require City Council approval.
Section 22.240 Corporate Offices and officers
this section discusses the election process for corporate
officers and term.
Section 22.250 Code of Ethics - Conflict of Interest
The code of ethics ordinance shall govern.
Section 22.260 Discrimination Prohibited
Non-discrimination section.
Section 22.2?0 Composition of the Board of Directors
Three or more members not to exceed 4 years, appointment by
Council.
Section 22.280 Composition of the Membership
Membership may be determined by projects and activities, is
not transferable.
Section 22.290 Access to Records
Minutes must be kept and available to public.
Section 22.300 Meetings of the Board of Directors
Meeting dates provided in charter, notice required for special
meetings and all .meetings open to the public except executive
sessions.
Section 22.310 Meetings of Any Membership
Meetings of the Membership shall be held at least once every
calendar quarter. Notice given at least 10 days before meeting.
Section 22.320 Meetings - City Participation
The Mayor and City Council shall be given notice of any
meetings.
Section 22.330 Quorum
The charter shall establish the quorum necessary for action.
Section 22.340 Voting - Representation
The charter shall provide for the manner of balloting.
Section 22.350 Tenure in Office
A c~rporate official shall serve for the term designated and
until his successor shall have been elected or appointed and
qualified~ any corporate official may be removed from any corporate
office or position in such a manner as the charter or rules and
regulations pursuant thereto shall prescribe.
Section 22.360 Deposit of Public Funds
Ail money shall immediately be deposited with the treasurer.
Section 22.3?0 Private Use of Public Funds Prohibited
Section 22.380 Safeguarding of Funds
The public corporation shall deposit all funds in a
depository.
Section 22.390 Establishment and Maintenance of Office and
Records
The public corporation shall: maintain a principal office
within the limits of the city; and file with the City Clerk a
listing of all corporate officials.
Section 22.400 Reports and Information
The public corporation shall: file an annual report with the
City Clerk and furnish requested reports.
Section 22.410 &udits and Inspections
Records must be available for inspection and audit.
Section 22.420 Bonds and Notes
All bonds, notes or other liabilities are the responsibility
of the public corporation.
Section 22.430 Charter Amendment
Charter amendment requires Council concurrence.
Section 22.440 Intervention
This section discusses the method of Council or Mayor
intervention to take control of a public corporation to correct
deficiencies.
Section 22.450 Trusteeship
The city by resolution of the City Council after a public
hearing held with notice to the public corporation may petition the
Superior Court to impose a trusteeship upon a public corporation
organized pursuant to this chapter and to appoint the trustees
therefore under certain conditions.
Section 22.460 Termination
The existence of the public corporation may be terminated by
resolution of the City Council at or after a public hearing, held
with notice to the public corporation and affording it a reasonable
opportunity to be heard and present evidence, under certain
conditions.
Section 22.470 Dissolution - Statement
Upon enactment of a resolution by the City Council for
dissolution of the public corporation or by the public corporation
for its own dissolution other than for purposes of merger or
reorganization in a plan approved by the Mayor and City Council,
the public corporation shall file a dissolution statement signed by
its chief executive office.
Section 22.480 Merger with Public Corporation
An application by a public corporation to merge with or into
another public corporation organized under this chapter be
processed in the same manner as a charter amendment by the public
corporation and as an application for charter.
Section 22.490 Termination - Disposition of Assets
Upon termination of the existence of a public corporation, all
of the rights, assets and property of the public corporation shall
pass to and be distributed as provided by agreements with donors or
other parties at the time of acquisition of the property regarding
its disposition. The section lists distribution of other
properties not encumbered.
Section 22.500 Insurance
Each public corporation shall maintain in full force and
effect public liability insurance.
Section 22.510 Unauthorized Representation
Ail persons who knowingly and intentionally assume to act for
the public corporation without authority to do so shall be jointly
and severally liable for the debts and liabilities incurred or
arising as a result thereof.
Section 22.520 Ancillary Authority
The Mayor and City Clerk are granted all such power and
authority as reasonably necessary or convenient to enable them to
administer this chapter efficiently and to perform the duties
imposed in this chapter.
Section 22.530 Construction
This chapter shall be liberally construed so as to effectuate
its purpose.
Section 22.540 Waiver
City Council may waive compliance by the public corporation
with any particular provision of this chapter, other than certain
sections.
Section 22.550 Prohibited Conduct
No current corporate official or employee shall: create a
conflict of interest; accept gifts; realize private gain; use
corporate property; disclose privileged information; have/hold an
improper financial interest.
Section 22.560 Penalty for Violation
There is a $500 fine for violation of Section 22.550.
APPROVED by the City Council on first reading this 15 day
of May , 1991.
PASSED by the City Council of the City of Bremerton on second
reading this 22 day of May , 1991.