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HomeMy WebLinkAbout001 RESOLUTION NO. DO I A RESOLUTION of the Board of the Bremerton Transportation Benefit District, approving the Bylaws of the Bremerton Transportation Benefit District. WHEREAS, the Board of the Bremerton Transportation Benefit District has approved a Charter setting forth the nature, powers, and obligations of the Bremerton Transportation Benefit District; and WHEREAS, the Charter of the Bremerton Transportation Benefit District does require the Board to adopt Bylaws providing additional rules for the governing of the Bremerton Transportation Benefit District and its activities; NOW THEREFORE, THE BOARD OF THE BREMERTON TRANSPORTATION BENEFIT DISTRICT, DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The Board hereby approves the proposed Bylaws for the Bremerton Transportation Benefit District. SECTION 2. Severabilitv. If anyone or more sections, subsections, or sentences of this Resolution are held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this Resolution and the same shall remain in full force and effect. SECTION 3. Effective Date. This Resolution shall take effect and be in force immediately upon its passage. J...,fA -LL- day of PASSED by the Board of the Bremerton Transportation Benefit District this lJfA M~/ ,2009. APPROVED AS TO FORM: ATTEST: --- c:2 ~.~ - ~<::- OGER A. LUBOVICH, City Attome R:\Legal\Legal\Files\Current Active Files\ ansportation Benefit District\Resolution-Bylaws.doc 1 Bremerton Transportation District Bylaws BYLAWS OF THE BREMERTON TRANSPORTATION BENEFIT DISTRICT ARTICLE I MEMBERSHIP Section 1.1 Membership. Each member of the Bremerton City Council shall be an ex officio member of the Board ofthe District. ARTICLE II OFFICERS AND COMMITTEES Section 2.1 Officers Designated. The officers of the Board shall be a President, Vice President and Treasurer. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board. No person may simultaneously hold more than one office. In addition to the powers and duties specified below, the officers shall have such powers and perform such duties as the Board may prescribe. Section 2.2 Election, Qualification, and Term of Office. The President and Vice President shall be elected by the Board from among its members. The Treasurer shall be the City of Bremerton's Financial Services Director. Except for the Treasurer, the officers shall be elected by the Board at the first regular meeting each year, for a one-year term, and each officer shall hold office during said one-year term and until his or her successor is elected. The first officers of the Board shall be elected by the Board at its first meeting. Officers may, at the discretion of the Board, hold their respective offices for successive terms. Section 2.3 Powers and Duties. The officers of the Bremerton Transportation Benefit District ("District") shall have the following duties: (a) President. The President shall serve as the ceremonial head of the District and shall preside over all Board meetings. The President shall, subject to the control of the Board, exercise general supervision, direction, and control of the business and affairs of the District. On matters decided by the District, unless otherwise required under Interlocal Agreement or by this Charter, the signature of the President alone is sufficient to bind the District. The President shall be the District's registered agent for purposes of service of process. (b) Vice President. The Vice President shall serve in the absence of the President as the ceremontal head of the District and shall preside over Board meetings in the President's absence and shfrll otherwise execute the President's powers and duties. 1 (c) Treasurer. The Treasurer shall receive and faithfully keep all funds of the District and deposit the same in such bank or banks as may be designated by the District Board of Directors. The Treasurer shall also discharge such other duties as may be prescribed by the District Board of Directors. Section 2.4 Establishment of Committees. The Board may, by resolution, designate from among its members one or more committees, each consisting of at least two members, to represent the Board and, where consistent with these Bylaws, the Charter, and Chapter 36.73 RCW, to act for and on behalf of the Board. The designation of any such committee and the delegation thereto of authority shall not operate to relieve any member of the Board from any responsibility imposed by law. All actions of the District require the vote of the Board. Section 2.5 Removal From Office. Upon reasonable prior notice to all Board members of the alleged reasons for dismissal, the Board, by an affirmative vote of the majority of the quorum, may remove any officer of the Board from his or her office whenever in its judgment the best interests of the District will be served thereby. An officer so removed shall continue to serve on the Board. ARTICLE III MEETINGS Section 3.1 Regular Board Meetings. Regular Board meetings shall be held on the first Tuesday of February and the first Tuesday of August of each year in the City of Bremerton City Council Chamber. At any regular meeting of the Board, any business may be transacted and the Board may exercise all of its powers. Section 3.2 Special Board Meetings. Subject to the Charter, special meetings of the Board may be held at any place and at any time whenever called by the President or by a majority of the members of the Board. Section 3.3 Notice of Regular Board Meetings. Subject to the Charter, no notice of regular meetings shall be required, except for the first regular meeting after any change in the time or place of such meeting adopted by resolution of the Board as above provided. Notice of such changed, regular meeting shall be given by personal communication over the telephone to each Board member at least 24 hours prior to the time of the meeting or by at least three days' notice by mail, telegram or written communication. If mailed, notice shall be mailed by United States mail, postage prepaid, to the last known address of each Board member. In addition, the District shall routinely provide reasonable notice of such changed meetings to the City of Bremerton and to any individual specifically requesting such notice in writing. Section 3.4 Notice of Special Board Meetings. Notice of all special meetings of the Board shall be given by the City Clerk or by the person or persons calling the special meeting by delivering personally or by mail written notice at least 24 hours prior to the time of the meeting to each Board member, and to each local newspaper of general circulation and to each radio or television station that has requested notice of meeting of the City Council with the City of 2 Bremerton as provided in RCW 42.30.080. In addition, the District shall provide notice of special meetings to the Mayor of the City of Bremerton and to any individual specifically requesting such notice in writing. The time and place of the special meeting and the business to be transacted must be specified in the notice. Final disposition shall not be taken at a special meeting on any matter not referenced in the notice. Section 3.5 Waiver of Notice. Notice as provided in Sections 3.3 and 3.4 hereof may be dispensed with as to any member of the Board who, at or prior to the time the meeting convenes, files with the Board of the District a written waiver of notice or who is actually present at the meeting at the time it convenes. Such notice may also be dispensed with as to special meetings called to address an emergency involving injury or damage to persons or property or the likelihood of such injury or damage, where time requirements of such notice would make notice impractical and increase the likelihood or severity of such injury or damage. Notice concerning proposed amendments to Bylaws, and votes on such amendments, may not be waived. Section 3.6. Procedure. Robert's Rules of Order shall be used as a guide for all questions of procedure and parliamentary law not otherwise provided by ordinance, statute, Charter or these Bylaws; PROVIDED, that with the concurrence of four (4) members, such rules may be waived or modified. PROVIDED FURTHER, that failure to follow said rules will not in itself constitute sufficient grounds for invalidating any Board action. Section 3.7. Public Comment. Opportunity for public comment at Board meetings shall be required through a public hearing when the Board considers adoption of (1) its annual plan for service, (2) a material change policy, (3) imposition of any tax, charge or fee, and (4) any response to a material change; PROVIDED, that the Board from time to time may, in its sole discretion, permit public comment regarding additional topics. Section 3.8. Proxies Prohibited. Votes may be cast at Board meetings only by members of the Board in attendance at the meeting either in person or by electronic means. V oting by proxy shall be prohibited. ARTICLE IV AMENDMENTS TO BYLAWS Section 4.1 Proposals to Amend Bylaws. Any Board member may introduce a proposed amendment to the Bylaws (which may consist of new Bylaws) at any regular meeting, or at any special meeting for which 30 days' advance notice has been given. Section 4.2 Board Consideration of Proposed Amendments. If notice of a proposed amendment to the Bylaws, and information including the text of the proposed amendment and a statement of its purpose and effect, is provided to members of the Board 15 days prior to any regular Board meeting or any special meeting of which 30 days' advance notice has been given, then the Board may vote on the proposed amendment at the same meeting as the one at which the amendment is introduced. If such notice and information is not so provided, the Board may not 3 vote on the proposed amendment until the next regular Board meeting or special meeting of which 30 days' advance notice has been given and at least 15 days prior to which meeting such notice and information is provided to Board members. Germane amendments to the proposed amendment within the scope of the original amendment will be permitted at the meeting at which the vote is taken. Section 4.3 Board Approval of Amendments to Bylaws. Resolutions of the District approving amendments to the Bylaws by affirmative vote of a majority of the Board may be implemented at such time as selected by the District in the Resolution without further action. Copies of the all amendments to the Bylaws shall be filed with City of Bremerton City Clerk as public records. ARTICLE V ADMINISTRATIVE PROVISIONS Section 5.1 Books and Records. The District shall keep current and complete books and records of account and shall keep minutes of the proceedings of its Board and its committees. The City Clerk of the City of Bremerton shall serve as its secretary for such purposes. Section 5.2 Principal Office. The principal office and mailing address of the Bremerton Transportation Benefit District shall be located in Bremerton, Washington, as specified by resolution. Section 5.3 Fiscal Year. The Fiscal Year of the District shall begin January 1 and end December 31 of each year, except the first fiscal year which shall run from the date the Charter was adopted to December 31, 2009. ARTICLE VI APPROVAL OF BYLAWS Approved by Resolution No. Benefit District Board of Directors on Do' adopted by the Bremerton Transportation JiAn.,/ 17 ,2009. R:\Legal\Legal\Files\Current Active Files\Transportation Benefit District\Bylaws.DOC 4