HomeMy WebLinkAboutBTBD CHARTER & BYLAWS 2014 CHARTER
OF THE
BREMERTON TRANSPORTATION BENEFIT DISTRICT
TABLE OF CONTENTS
Page
ARTICLEI NAME ........................................................................ ..............................1
Section1.01 Name ............................................................................. ..............................1
ARTICLE II NATURE AND PURPOSES ..................................... ..............................1
1. Section 2.01 Nature of the District .................................................... ..............................1
Section2.02 Purposes ......................................................................... ..............................1
Section 2.03 Limitations on Liability ................................................ ..............................2
ARTICLE III DISSOLUTION ......................................................... ..............................2
Section3.01 Dissolution .................................................................... ..............................2
ARTICLE IV POWERS; INDEMNIFICATION ............................. ..............................2
Section4.01 Powers ............................................................................ ..............:...............2
Section 4.02 Indemnification .............................................................. ..............................3
ARTICLE V BOARD OF DIRECTORS AND OFFICERS ............ ..............................3
Section5.01 Board Powers ................................................................. ..............................3
Section 5.02 Board Composition ........................................................ ..............................3
Section5.03 Board Officers ............................................................... ..............................3
Section 5.04 Conflict of Interest ......................................................... ..............................4
Section5.05 Treasurer ........................................................................ ..............................4
Section5.06 Attorney ......................................................................... ..............................4
ARTICLEVI MEETINGS ................................................................ ..............................4
Section6.01 Board Meetings .............................................................. ..............................4
Section 6.02 Board Quorum and Concurrence ................................... ..............................4
Section 6.03 Open Public Meetings .................................................... ..............................4
Section6.04 Minutes .......................................................................... ..............................5
Section 6.05 Material Change Policy and Annual Report .................. ..............................5
ARTICLEVII BYLAWS ................................................................... ..............................5
Section7.01 Bylaws ........................................................................... ..............................5
ARTICLE VIII AMENDMENT TO CHARTER ............................... ..............................5
Section 8.01 Proposals to Amend Charter .......................................... ..............................5
Section 8.02 Board Consideration of Proposed Amendments ............ ..............................5
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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 ................................................... ..............................6
Section 10.01 Liberal Construction and Severability ........................ ..............................6
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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 11.25 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 11.25 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
2.02.03 Funded by local government or private developer contributions or
any combination thereof.
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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.
ARTICLE III
DISSOLUTION
Section 3.01 Dissolution Subject to the provisions of RCW 36.73.050 and BMC
11.25.050, the Transportation Benefit District shall be automatically dissolved when all
indebtedness of the District has been retired and when all of the District's anticipated
responsibilities have been satisfied.
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 interlocal agreement, and to sue and be sued. The
Board may, by interlocal agreement with the City, or other authorized procedure, appoint, hire or
retain City officials and staff to provide services for or on behalf of the District. In the event that
City staff is utilized, the general fund of the City shall be reimbursed to, but only to the extent
required by RCW 43.09.210. Public works contract procedures applicable to the City of
Bremerton shall apply to any contract entered into by the District. 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 RCW, 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.
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(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.
ARTICLE V
BOARD OF DIRECTORS AND OFFICERS
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 seven (7)
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.
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
fiords 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 or otherwise designated by the Board. The President shall be the agent of the District for
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purposes of receiving service of process; provided, that the Board 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 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 5.05 Treasurer Pursuant to RCW 36.73.020(4), the City's Financial Services
Director shall act as the Treasurer of the District, unless an interlocal agreement states otherwise.
Section 5.06 Attorney The Board shall be represented by the City Attorney of the City
of Bremerton, or designee, 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 that Title now exists or may be amended.
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 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 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, 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.
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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 major 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
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 improvement expenditures, revenues, and
construction schedules, to the public and the newspapers of record in the District. "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 minimum 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.
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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 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
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 on this A day of V , 2014.
BREMERTON TRANSPORTATION
BENEFIT IDISTRICT
By: .�---
Dino Davis, Board President
ATTEST
By:
Shannon Corin, Board Secretary
TBD Resolution No. 013 (2014)
R: \Legal \Legal \Files \Current Active Fileffransportation Benefit District\2014 \Charter Amendment 2014- Clean.doc
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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.
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
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District Board of Directors. The Treasurer shall have the authority to issue refunds to persons
who paid Transportation Benefit District fees if he or she determines, after reasonable
investigation, that those fees were collected in error by the Washington State Department of
Licensing. With Board President approval, the Treasurer is authorized to make disbursements for
authorized District expenditures prior to Board review and approval. The Board shall review, for
its approval, all such disbursements made at its next scheduled meeting. 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
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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
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.
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
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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
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
ADNUNISTRATIVE 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 contact, office and mailing address of the
Bremerton Transportation Benefit District shall be the City Clerk, 345 6 Street, Suite 600,
Bremerton, WA 98337, or as otherwise designated by the Board.
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. I
These Bylaws are executed on this W day of `� , 2014.
BREMERTON TRANSPORTATION
BENEFIT DISTRICT
By:
Dino Davis, BoarA President
TEST
Shannon Corin, Board Secretary
TBD Resolution No. 014 (2014)
R: \Legal \L.egal \Files \Current Active FilesUransportation Benefit District\2014 \Bylaws Amendment 2014- Clean.doc
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