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HomeMy WebLinkAboutBTBD CHARTER & BYLAWS 2013 i CHARTER s of the BREMERTON TRANSPORTATION BENEFIT DISTRICT TABLE OF CONTENTS Page ARTICLE I NAME 1 Section 101 Name ..1 ARTICLE II NATURE AND PURPOSES 1 1 Section 2 01 Nature of the District 1 Section 2 02 Purposes 1 Section 2 03 Limitations on Liability 2 Section 2 04 Mandatory Disclaimers 2 ARTICLE III DISSOLUTION 2 Section 3 01 Dissolution 2 ARTICLE IV POWERS, INDEMNIFICATION 3 Section 4 01 Powers 3 Section 4 02 Indemmfication 3 ARTICLE V BOARD OF DIRECTORS, EXECUTIVE DIRECTOR 4 Section 5 01 Board Powers 4 Section 5 02 Board Composition 4 Section 5 03 Board Officers .4 Section 5 04 Treasurer ... ...... . ...... 4 Section 5 05 Conflict of Interest 4 Section 5 06 Attorney 4 ARTICLE VI MEETINGS ........ ........ ......... .......5 Section 6 01 Board Meetings 5 Section 6 02 Board Quorum and Concurrence 5 Section 6 03 Open Public Meetings ..... ...... 5 Section 6 04 Minutes 5 Section 6 05 Material Change Policy and Annual Report 5 ARTICLE VII BYLAWS 6 Section 7 01 Bylaws ... .6 ARTICLE VIII AMENDMENT TO CHARTER ................................ ..............................6 Section 8 01 Proposals to Amend Charter 6 Section 8 02 Board Consideration of Proposed Amendments ... 6 Section 8 03 Vote Required for Proposals to Amend the Charter 6 Section 8 04 Public Hearings .. 6 ARTICLE IX COMMENCEMENT 6 Section 9 01 Commencement . 6 ARTICLE X MISCELLANEOUS 7 Section 10 01 Liberal Construction and Severabilrty 7 CHARTER of the BREMERTON TRANSPORTATION BENEFIT DISTRICT WHEREAS, the City Council (the "Council ") of the City of Bremerton, Washington (the "City ") has determined that it is in the best interests of the City and its citizens to create a Transportation Benefit District coextensive with the boundaries of the City in order to exercise the powers available under Chapter 36 73 RCW (the "Statute "), and WHEREAS, pursuant to Ordinance No 5076 of the City (the "Ordinance "), passed on February 4, 2009, the City authorized and approved the creation of a Transportation Benefit District, designated as the Bremerton Transportation Benefit District (the "District "), coextensive with the boundaries of the City, for the purpose of exercising certain powers available under the Statute as limited by the ordinance, codified as Chapter 1125 of the Bremerton City Code, NOW, THEREFORE, this Charter is hereby granted to and approved by the District ARTICLE I NAME Section 1.01 Name The name of the Transportation Benefit District shall be the "Bremerton Transportation Benefit District " ARTICLE II NATURE AND PURPOSES Section 2.01 Nature of the District The District shall be a Transportation Benefit District organized pursuant to Chapter 36 73, Ordinance No 5076 and Chapter 1125 BMC The boundaries of the District shall be coextensive with the boundaries of the City. The District shall be a municipal corporation, an independent taxing "authority" within the meaning of Article VII, Section I of the Constitution of the State of Washington (the "Constitution "), and a "taxing district" within the meaning of Article VII, Section 2 of the Constitution The District shall be an entity independent of and separate from the City Section 2.02 Purposes The purpose of the District shall be to provide a separate legal entity pursuant to Statute and Ordinance to exercise the powers available under the Statute, to, but only to the extent authorized by the Ordinance. The primary purpose of the District shall be the acquisition, construction, improvement, provision and/or funding of the maintenance of City streets and related infrastructure in a manner which is 2 02 01 Consistent with state, regional, and local transportation plans, 2 02 02 Necessitated by reasonably foreseeable congestion levels attributable to economic growth, and -1- 2 02 03 Funded by local government or private developer contributions or any combination thereof Section 2.03 Limitations on Liability All debts, liabilities and other obligations incurred by the District ( "Obligations ") shall be satisfied (a) in the case of Obligations which, by their terms, are not payable from a special or limited source of funds, exclusively from the revenues, assets and properties of the District, and (b) in the case of Obligations which, by their terms, are payable from a special or limited source of funds, exclusively from such revenues, assets and properties of the District as shall be specifically pledged thereto or otherwise identified as being the source of payment thereof No creditor, claimant or other person shall have any right of action against or recourse to the City or its revenues, assets or properties on account of or with respect to any such Obligations, or otherwise on account of or with respect to any acts or omissions of the District or its officers, employees or agents Section 2.04 Mandatory Disclaimers A disclaimer in substantially the following form shall be posted in a prominent place accessible to the public in the District's principal office which shall be the Bremerton City Hall It shall also be printed or stamped on all contracts, bonds and other documents that evidence or create any Obligation which, by its terms, is not payable from a special or limited source of funds. The Bremerton Transportation Benefit District is a Transportation Benefit District established pursuant to Ordinance No 5076 of the City of Bremerton, Washington, and the laws of the State of Washington, including, but not limited to, Chapter 36 73 of the Revised Code of Washington All debts, liabilities and other obligations incurred by the District shall be satisfied exclusively from the revenues, assets and properties of the District No creditor, claimant or other person shall have any right of action against or recourse to the City of Bremerton, the State of Washington, or any other political subdivision of the State of Washington on account of or with respect to any debts, liabilities or other obligations of the District, or otherwise on account of or with respect to any acts or omissions of the District or its officers, employees or agents ARTICLE III DISSOLUTION Section 3.01 Dissolution The District shall exist until dissolved in accordance with the requirements of RCW 36 73 050 and BMC 1125 The retirement of debt, notice of dissolution and payment of creditors shall all comply with the provisions of the Statute The District shall be automatically dissolved when all indebtedness of the District has been retired, and when all the District's anticipated responsibilities have been satisfied Street preservation, maintenance and operations are ongoing, long -term obligations of the City. In order to comply with the dissolution requirements of RCW 36 73 050, BMC 1125 050 sets forth that the District shall automatically dissolve six (6) years from the effective date of Ordinance 5076 -2- ARTICLE IV POWERS; INDEMNIFICATION Section 4.01 Powers Except as otherwise provided herein, the District shall have and may exercise all lawful powers conferred upon a Transportation Benefit District as of the date hereof by the laws of the State of Washington, limited as provided in the Ordinance Such powers shall include, but are not limited to, the following (a) To hire employees, staff, and services, to enter into contracts, to direct agents and services acquired pursuant to contract or mterlocal agreement, and to sue and be sued Public works contract limits applicable to the City of Bremerton shall apply to any contract entered into by the District In the event that City staff are utilized, the general fund of the City shall be reimbursed to, but only to the extent required by RCW 43 09 210 The annual plan of the District shall provide estimates of all such charges and the final cost of all projects shall indicate such charges (b) To authorize a vehicle tax of up to $20 per vehicle as provided for by RCW 82 80 140 (c) When authorized by the voters pursuant to the requirements of Chapter 36 73, to authorize other taxes, fees, charges and tolls or increases in these revenue sources, and to use such funds assessed for the preservation, maintenance and operation of City streets in accordance with the provisions of a state or regional plan (d) The Board shall have and may exercise all powers and functions provided by the Statute to fulfill the functions of the District (e) Additional powers and authorities may be conferred upon the District only in accordance with the requirements of the Statute following a public hearing and other procedural requirements as set forth in the Statute (f) To issue its general obligation bonds and revenue bonds pursuant to the requirements of the Statute Section 4.02 Indemnification To the extent permitted by law, the District shall protect, defend, hold harmless and indemnify any director, officer, employee or agent of the District who is a party or threatened to be made a party to a proceeding by reason related to that person's conduct as a director, officer, employee or agent of the District, against judgments, fines, penalties, settlements and reasonable expenses (including reasonable attorneys' fees) incurred by him or her in connection with such proceeding, if such person acted in good faith reasonably believed his or her conduct to be in the District's best interests and if, in the case of any criminal proceedings, he or she had no reasonable cause to believe that his or her conduct was unlawful The indemnification and protection provided herein shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law, by City ordinance, or by contract or by vote of the Board of Directors. The District may purchase and maintain appropriate insurance covering such risks -3- ARTICLE V BOARD OF DIRECTORS; EXECUTIVE DIRECTOR Section 5.01 Board Powers All powers of the District shall be exercised by or in the name of the Board of Directors (the `Board ") The powers of the Board shall include, but are not limited to, the following (a) To establish and implement the policies and programs of the District, and the procedures for the management and administration of the District's affairs, (b) To appoint and remove, at the pleasure of the Board, the District's officers, agents and employees, (except as expressly provided herein) and to prescribe their respective powers and duties consistent with the provisions hereof, (c) To borrow money and incur indebtedness in accordance with the Statute, and (d) To provide for the investment of the District's funds Section 5.02 Board Composition The Board shall be composed of the nine (9) members of the Bremerton City Council, who shall serve in an ex- officio and independent capacity A Board member may be removed only when removed from his or her office as a Council Member Any vacancy shall be filled only by the appointment or election of a new City Council Member Beginning January 1, 2014, the Board shall be composed of seven (7) members of the Bremerton City Council Section 5.03 Board Officers The Board shall include two or more officers The same person shall not occupy both the office of President and any office responsible for the custody of funds and maintenance of finances and accounts The initial officers of the Board shall be the President and Vice President. Additional officers may be provided for in the Bylaws of the District The President shall be the agent of the District for purposes of receiving service of process, provided, that the Bylaws may designate additional officers of the District as agents to receive or initiate process The District may contract with the City of Bremerton for such service as it may require Section 5.04 Treasurer The Treasurer of the District shall be the City's Financial Services Director The Financial Services Director is required by the Statute to serve as Treasurer and is not subject to removal by the Board Section 5.05 Conflict of Interest Board members shall comply in all respects with the conflict of interest guidelines and prohibitions of Chapter 42 23 RCW as the same exists or is hereafter amended Section 5.06 Attorney The Board shall be represented by the City Attorney of the City of Bremerton, provided, however, that the Board may, in the event of conflict, engage separate legal counsel of its choosing. Any potential conflicts of interest involving the City Attorney shall be determined and resolved by reference to Title 1 of the Rules of Professional Conduct, as -4- that Title now exists or may be amended Charges and fees of the attorney, as well as other services provided by City employees, shall be reimbursed in accordance with Section 4 01(a) ARTICLE VI MEETINGS Section 6.01 Board Meetings Regular Board meetings shall be held on the dates, times and locations as established in the bylaws Special Board meetings shall be held from time to time as determined necessary by the Board or Board President Section 6.02 Board Ouorum and Concurrence A quorum to commence a Board meeting shall be no fewer than five (5) members Beginning January 1, 2014, a quorum of the Board shall be no fewer than four (4) members The Bylaws of the District may prescribe Board quorum restrictions that equal or exceed the quorum restrictions imposed in this Section. Board concurrence may be obtained at any regular or special meeting by an affirmative vote of a majority of the Board members voting on the issue Final action of the Board with respect to the following action shall require the affirmative vote of five (5) members (effective January 1, 2014, four (4) members) (a) Adoption of an annual plan for services, (b) Levy of any tax, charge or fee, (c) Adoption of the material change policy, or (d) Any response to a material change Voting by proxy shall not be permitted Electronic meetings or participation are authorized so long as the meeting, notice and opportunity for public participation comply with state law Section 6.03 Open Public Meetings Notice of meetings shall be given in a manner consistent with the Open Public Meetings Act, Laws of Washington 1971, Extraordinary Session, Chapter 250, codified as Chapter 42 30 of the Revised Code of Washington, as supplemented and amended. In addition, the District shall provide reasonable notice of meetings to any individual specifically requesting it in writing The District shall define in its Bylaws the opportunity for public comment to be permitted at Board meetings Section 6.04 Minutes Copies of the minutes of all regular or special meetings of the Board shall be available to any person or organization that requests them as required by State law. The minutes of all Board meetings shall include a record of individual votes on all matters requiring Board concurrence Section 6.05 Material Change Policy and Annual Report The Board shall develop a material change policy to address mayor Plan changes that affect project delivery or the ability to finance the adopted Plan At the date of adoption of a plan to execute the functions of the District, the Board shall adopt a material change plan which addresses material changes to cost, scope, and schedule, the level of change that will require Board involvement and how the Board will address those changes At a minimum, in the event that a transportation improvement cost exceeds its original cost estimate by more than twenty percent (20 %) as identified in the -5- District's original finance plan, the governing body shall hold a public hearing to solicit comment from the public regarding how the cost change should be resolved In addition, the District, upon approval by the Board, shall issue an annual report, indicating the status of transportation improvement costs, transportation improved expenditures, revenues, and construction schedules, to the public and the newspapers of record in the District (the "Plan"). "Newspapers of record in the District" shall include all newspapers which have filed a request for public notice of meetings with the City of Bremerton ARTICLE VII BYLAWS Section 7.01 Bylaws The Board shall adopt Bylaws to provide additional rules that are not inconsistent with this Charter, governing the District and its activities ARTICLE VIII AMENDMENT TO CHARTER Section 8.01 Proposals to Amend Charter Any Board member may introduce a proposal to amend the Charter at any regular meeting or special meeting of the Board, provided, however, that all amendments shall comply with the mimmum requirements and provisions of RCW 36.73 and Chapter 11.25 BMC Section 8.02 Board Consideration of Proposed Amendments If notice of a proposal to amend the Charter and information, including the text of the proposed amendment and a statement of its purpose and effect, is provided to members of the Board fifteen (15) days prior to any regular Board meeting or any special meeting of which thirty (30) days advance notice has been given, then the Board may vote on the proposal at the same meeting at which the proposal is introduced If such notice and information is not so provided, the Board may not vote on the proposal until the next regular meeting or a special meeting of which thirty (30) days advance notice has been given, and in each case at least fifteen (15) days prior to which meeting such notice and information is provided to Board members Amendments to the proposal within the scope of the original proposal will be permitted at the meeting at which the vote is taken Section 8.03 Vote Required for Proposals to Amend the Charter Resolutions of the Board approving proposals to amend the Charter shall require an affirmative vote of a majority of the Board members voting on the issue, provided, that the total number of Board members voting in favor of such proposal shall equal at least five (5) (effective January 1, 2014, four (4) Section 8.04 Public Hearings Certain amendments of the Charter may require action of the Bremerton City Council and a public hearing pursuant to the requirements of the Statute No consideration of any charter amendment may occur until the City complies with such requirements ARTICLE IX COMMENCEMENT -6- Section 9.01 Commencement The District shall commence its existence effective upon the adoption of the Ordinance This Charter shall become effective upon its approval by the Board ARTICLE X MISCELLANEOUS Section 10.01 Liberal Construction and Severability This Charter shall be liberally construed in order to effect its purposes If any section or part of this Charter is ultimately ruled invalid or illegal by a court of competent jurisdiction, such invalidity or illegality shall not affect the remaining sections or parts of this Charter THIS CHARTER IS EXECUTED AS OF THIS X ^ AY OF �j('rl, , 2013 BREMERTON TRANSPORTATION BENEFIT DISTRICT B a� . Y Its President ATTEST /AUTHENTICATED SHANNON CORIN, City Clerk APPROVED AS TO FORM OFFICE OF THE CITY ATTORNEY By ROGER A LUBOVICH, City Attorney R \Legal\Legal\Files \Current Active Fileffransportation Benefit Distnct\2013 \Charter Amendment - 2013 doc -7- 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 of the District ARTICLE II OFFICERS AND COMMITTEES Section 2 1 Officers Designated The officers of the Board shall be a President and a Vice President 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 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 ceremonial head of the District and shall preside over Board meetings in the President's absence and shall otherwise execute the President's powers and duties. 1 TBD Resolution No 009 (2013) Section 2 4 Duties of 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 5 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 6 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 Wednesday of February and the first Wednesday of August of each year in the City of Bremerton City Council Chamber following the regular City Council meetings on those dates 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, unless the regular meeting is cancelled and/or rescheduled to a special meeting Notice of such change, shall be given to each Board member in the manner and time as provided by law 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 Legislative Assistant or by the person or persons calling the special meeting or designee by mail, fax or email 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 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 2 TBD Resolution No 009 (2013) 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 seventy 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 Voting 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 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 3 TBD Resolution No 009 (2013) 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 009 adopted by the Bremerton Transportation Benefit District Board of Directors on March 20, 2013 R \Legal\Legal\Files \Cur ent Active Files \Transportation Benefit Distnct\2013\Bylaws Amendment 2013 - (Final -Clean) doc 4 TBD Resolution No 009 (2013)