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HomeMy WebLinkAbout9031 AGENDA BILL 5 L CITY OF BREMERTON CITY COUNCIL SUBJECT: Study Session Date: May 8, 2019 Interlocal Agreement with the Kitsap COUNCIL MEETING Date: May 15, 2019 Regional Coordinating Council (KRCC) Department: Legal Presenter: Roger Lubovich Phone: (360) 473-2345 SUMMARY: On May 7, 2019, the Kitsap Regional Coordinating Council approved the Interlocal Agreement as amended at their monthly Board Meeting. It is now requested that each Member Agency adopt and execute the updated Interlocal Agreement. The amendments relate to changes to the voting and membership structure of the Council. The voting structure is removed from the Interlocal Agreement and updated in Sections 9.5 and 9.6 of the amended Bylaws (attached), adopted by the Council December 4, 2018. ATTACHMENTS: 1) KRCC Interlocal Agreement 2) KRCC Bylaws FISCAL IMPACTS (Include Budgeted Amount): STUDY SESSION AGENDA: ❑x Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ©Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Kitsap Regional Coordinating Council Interlocal Agreement as amended; and authorize the Mayor to execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: gf Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/02/2018 t(IEg Kitsap Regional Coordinating Council Z m KITSAP REGIONAL COORDINATING COUNCIL ')p3 • 5 INTERLOCAL AGREEMENT THIS AGREEMENT is made and entered into by and between the undersigned parties pursuant to provisions of the Interlocal Cooperation Act of 1967, Chapter 39.34 RCW. WHEREAS, the undersigned members recognize the need and desirability to participate in a forum for intergovernmental coordination, cooperation, and consultation among member agencies in order to bring about a continuous and comprehensive regional planning process and efficient service delivery; and WHEREAS, the undersigned members desire jointly to undertake continuous, cooperative study and planning of regional and governmental issues of mutual interest, including but not limited to development, land use, housing, capital facilities, service, utilities, finances, public buildings, water supply,water distribution and drainage, air and water pollution,parks and recreation, transportation planning, and economic development; and WHEREAS, it is the belief of the undersigned members that regional deliberations, planning, and review can best be achieved with the creation of a separate legal entity whose function and activities are subject to policy direction from the undersigned member agencies according to the provisions of this Agreement; and WHEREAS, the State Growth Management Act(GMA) requires local jurisdictions to coordinate and ensure consistency when developing comprehensive land use plans and the undersigned members desire to establish the Kitsap Regional Coordinating Council as a separate legal entity to facilitate coordination and consistency of comprehensive land use plans as required by the GMA; and WHEREAS, the undersigned members desire to use the Kitsap Regional Coordinating Council for developing County-wide Planning Policies (CPPs) under the GMA as a framework to guide Kitsap County and cities situated within the County in developing their comprehensive land use plans. THEREFORE, in consideration of mutual promises and covenants herein it is hereby agreed: I. NAME This Agreement establishes the KITSAP REGIONAL COORDINATING COUNCIL ("Council"), a separate legal entity since 2001. II. DURATION The Agreement shall remain in force and effect perpetually or until terminated by vote of the member agencies. 1 2019 Amendments III. DEFINITIONS For the purpose of this Interlocal Agreement, the following terms have the meaning prescribed to them in this section unless the context of their use dictates otherwise: A. "Member agency"means a voting and dues paying municipal or other government entity located within Kitsap County which is a party to this Agreement. B. "State"means the State of Washington. C. "Region"means the territory physically lying within the boundaries of Kitsap County. D. "Kitsap Regional Coordinating Council" or"Council"means the separate legal entity established by this Agreement to represent member agencies to carry out those powers and managerial and administrative responsibilities delegated pursuant to the provisions of this Agreement. E. "Executive Board" shall mean the representatives of member agencies of the Kitsap Regional Coordinating Council identified in Article IV.B. of this Agreement. F. "Cost Allocation"means annual dues (the annual allocation among Member agencies of the cost of Council operations determined by the Executive Board for the purposes of calculating members' obligations to contribute to the funding of Council operations for the year, and for the purposes of calculating obligations and distributions in the event of withdrawal or termination). G. "Ex Officio Member"means a non-voting, non-dues paying member of the Council that is not a party to this Agreement. H. "Associate Member"means a non-voting, dues paying member of the Council that is not a party to this Agreement. IV. MEMBERSHIP AND REPRESENTATION A. Membership. Membership (except for Associate Members and Ex Officio Members) is established by execution of this Agreement and payment of any required cost allocation as established by the Executive Board. New Members may be added through an ILA Amendment. B. Executive Board. The Executive Board is comprised of the following representatives of member agencies: 1. County Government: three (3) members of the Kitsap County Board of Commissioners; 2. City Governments: 2 2019 Amendments a. The Mayor of each city having a population of 10,000 persons or less; b. The Mayor and one(1) member of the City Council of each city having a population between 10,001 persons and 30,000 persons; c. The Mayor and two (2) members of the City Council of each city having a population greater than 30,000 persons; d. A city with a Council/Manager form of government may select one (1) member of the City Council instead of a Mayor. The number of additional City Council members representing the city shall be as described in 2(a-c) above. e. Population will be determined by the most recent annual population estimate of cities and towns prepared by the Washington State Office of Financial Management. 3. Port of Bremerton: one (1) representative consisting of a Port Commissioner. 4. Kitsap Transit: one (1) representative consisting of a member selected by the Kitsap Transit Board of Commissioners. 5. City Council, Kitsap Transit and Port of Bremerton representatives may be selected by whatever means established by each specific member agency. D. New membership. A municipal or government entity or a federally recognized Indian Tribe that desires to become an Ex Officio Member or an Associate Member must obtain permission to do so by the Executive Board. Associate Members must also present a draft agreement for the Executive Board's consideration, establishing the proposed terms, duties, powers and privileges for Associate Member status. V. POWER,AUTHORITY,AND PURPOSE This Agreement does not confer additional substantive powers or authorities on member agencies. The powers and authorities conferred herein are limited to the powers that each member agency is authorized by law to perform. The Council has the following power, authority, and purpose: A. Provide a regional forum for regional deliberations and cooperative decision- making by the region's elected officials in order to bring about a continuous and comprehensive planning process, and foster cooperation and mediate differences among governments throughout the region. B. Consistent with the GMA, coordinate and ensure consistency when developing comprehensive land use plans. 3 2019 Amendments C. Consistent with the GMA, develop CPPs to be used as a framework to guide the County and the Cities in developing their comprehensive land use plans; D. Coordinate actions to provide for the distribution of state and federal grant funds, including but not limited to federal transportation funding, community development block grants, and low-income housing grants. E. Undertake continuous, cooperative study and planning of regional and governmental problems of mutual interest, including but not limited to development, land use, housing, capital facilities, services, utilities, finances, public buildings, water supply, water distribution and drainage, air and water pollution, parks and recreation and transportation planning. F. Coordinate actions to provide for a sustainable economy and environment for the region. G. Carry out such other planning and coordinating activities authorized by the Council including participation in other forums and organizations. H. Establish Bylaws, to be amended from time to time, that govern the procedures of the Council. The Bylaws, as may be amended, are incorporated into this Agreement by this reference as if fully set forth herein. I. Contract for administrative services and enter into other agreements as deemed appropriate and/or necessary to implement this Agreement. J. Purchase, receive, lease, take by gift, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, in the name of the Council. K. Sell, convey, mortgage,pledge, lease, exchange, transfer, and otherwise dispose of its property and assets. L. Sue and be sued, complain and defend, in all courts of competent jurisdiction in the Council's name. M To engage in any other activity necessary to further the Council goals and purposes to the extent authorized by chapter 39.34 RCW. N. Apply for such federal, state, or private funding of any nature as may become available to assist the organization in carrying out its purposes and functions. O. Identify and examine issues such as governance, growth policies, development standards, service provision, revenue-cost sharing and municipal annexations in urban growth areas. P. Strive to represent the consensus of views on growth management and planning issues among member agencies. The Council makes recommendations on behalf of those 4 2019 Amendments jurisdictions to multi-county regional agencies and State government on behalf of member agencies, on proposed changes to multi-county regional plans, state plans and laws. Q. Represent the views or position of member agencies within the County on issues of consistency or the resolution of conflicts related to the multi-county regional growth strategy and transportation plan. R. Make appointments to committees and boards of multi-county regional organizations (e.g. Puget Sound Regional Council, Peninsula Regional Transportation Planning Organization)where appointments are requested to represent more than one member agency of the Council. Members appointed to such committees and boards shall represent the consensus of the views of the Council. If consensus is not reached on a particular issue, the members appointed to such committees and boards shall represent the majority and minority views of the Council, in order to accurately portray the status of discussions on that issue. S. Review this Interlocal Agreement no fewer than every 10 years with the assistance of legal counsel. VI. FINANCING A. Cost Allocation. All members shall pay the annual cost allocation as described in the Bylaws. If payment by a member is not paid timely after notice of the cost allocation is received, the member is subject to having its membership status revoked by the Executive Board. B. Local Government Accounting. All services and transfers of property to the Kitsap Regional Coordinating Council shall be paid and accounted for in accordance with RCW 43.09.210. VII. FISCAL YEAR AND BUDGET A. The Fiscal Year. The fiscal year shall coincide with the calendar year. B. Adoption of Budget. By September of each year the Executive Board shall adopt a draft annual work program, budget, and cost allocation for the ensuing fiscal year that identifies anticipated activities, goals,revenues, and expenditures for completing the work program. The final work program, budget, and cost allocation for the ensuing year shall be adopted by the Executive Board no later than November of each year. No increase or decrease to the final budget shall occur without the approval of the Executive Board. C. Notice of Budget. On or before September 30, the Executive Board shall provide written notice of the ensuing year's draft budget, work plan, and cost allocation to the designated representative(s) of each member agency. On or before November 30, the Executive Board shall provide written notice of the final budget, work plan, and cost allocation adopted for the ensuing fiscal year to the designated representative(s) of each member agency. D. Accounting, Budgeting, and Reporting. The Council shall be subject to the Budgeting Accounting &Reporting System (BARS) applicable to Category 1 local governments. 5 2019 Amendments E. Fiscal Agent. The Council may retain a fiscal agent. The fiscal agent may be a member agency who shall serve and be subject to removal,pursuant to the terms and conditions as established by agreement between the fiscal agent and the Council. F. Contracting. All contracts made by or on behalf of the Council shall be in accordance with state law, including, but not limited to: Chapter 39.04 RCW, and Chapter 42.23 RCW, and Chapter 42.24 RCW. VIII. WITHDRAWAL FROM AGREEMENT Any member agency has the right to withdraw from this Interlocal Agreement by giving the Executive Board six (6)months prior written notice. Unless otherwise provided by future agreement, any member agency that withdraws shall remain responsible for its financial and other obligations with regard to Council activities until the effective date of withdrawal and with regard to agreements to which the Council is a party and which exist at the time of such notice of withdrawal. Withdrawal by one member agency to this Interlocal Agreement shall not terminate the Agreement as to any other remaining member agencies. Except as provided in Article IX of this Agreement, any member agency that withdraws from this Agreement forfeits any rights it may have to the Council's assets; provided, however, such forfeiture shall not take effect if the Council dissolves within one (1) year of the date of the withdrawal notice. IX. DISPOSAL OF ASSETS Upon dissolution of the Council, any Council assets, after payment of all liabilities, costs, expenses, and charges validly incurred under this Agreement, shall be distributed to member agencies which are members of the Council on the date of dissolution. Distribution of assets shall be in proportion to the funding formula for cost allocation as described in the Bylaws, in accordance with Article VI.B. of the Agreement, and existing at the time of dissolution. The debts, liabilities, and obligations of the Council shall not constitute a debt, liability, or obligation of any member agency. If assets cannot reasonably be distributed in proportion to the funding formula, the Council shall declare the assets to be surplus, and shall offer the assets for sale according to the requirements of chapter 43.19 RCW, and shall distribute the proceeds from the sale in proportion to the funding formula established by the Executive Board in accordance with Article VI.B. of this Agreement. X. LIABILITY AND INSURANCE A. Any loss or liability to third parties resulting from negligent acts, errors, or omissions of the Council,Member agencies (excluding Associate Members), Ex Officio Members, and/or employees while acting within the scope of their authority under this Agreement shall be borne by the Council exclusively, and the Council shall defend such parties, at its cost, upon request by the member agency, ex officio agency, and/or employee. B. The Executive Board shall obtain commercial general liability, and auto liability insurance coverage for the Council, Executive Board, and any staff employed by the Council, at levels no less than$1 million single occurrence and$2 million aggregate for each type of liability that is insured. The policy shall name each member agency, and their respective elected 6 2019 Amendments officials, officers, agents, and employees as additional insured's. The Executive Board shall annually evaluate the adequacy of the Council's insurance coverage. C. The Executive Board shall require that all contractors and subcontractors utilized by the Council obtain insurance coverage consistent with Article X.B. XI. LEGAL REPRESENTATION The Council may retain legal counsel. Legal counsel may be an employee of a member agency, an outside entity, or an individual. In the event of a conflict of interest, the Council may retain substitute or additional legal counsel. Additionally, Council may retain outside legal counsel concerning any matter the Council deems appropriate. Retained counsel shall serve, and be subject to removal, pursuant to the terms and conditions established by agreement between legal counsel and the Council. An adjustment in cost allocation to Members will be made if the Council retains outside legal counsel. XII. ENTIRE AGREEMENT This Agreement supersedes all previous Kitsap Regional Coordinating Council interlocal agreements and all prior discussions, representations, contracts, and/or agreements between the parties relating to the subject matter of this Agreement and constitutes the entire contract between the parties. XIII. MODIFICATION Except as provided by Article XIX, the terms of this Agreement shall not be altered or modified unless agreed to in writing by all member agencies and such writing shall be executed with the same formalities as are required for the execution of this document. XIV. WAIVER The failure of any party to insist upon strict performance of any of the terms and conditions of this Agreement shall not be construed to be a waiver or relinquishment of same, but the same shall be and remain in full force and effect. XV. NOTICE Except as provided in Article XVIII of this Agreement, any notice required by this Agreement shall be made in writing to the representative(s) identified in Article IV.B. of this Agreement. Notice is effective on the third day following deposit with the U.S. Postal Service, regular mail. XVI. SEVERABILITY If any of the provisions of this Agreement are held illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. // 7 2019 Amendments XVII. CHOICE OF LAW AND VENUE This Agreement shall be governed by the laws of the State of Washington, both as to its interpretation and performance. Any action at law, suit in equity, or other judicial proceeding arising in connection with this Agreement may be instituted and maintained only in a court of competent jurisdiction in Kitsap County,Washington. XVIII. CLAIMS A. Any claim for damages made under chapter 4.96 RCW shall be filed with the Chair of the Kitsap Regional Coordinating Council, c/o the Clerk of the Kitsap County Board of Commissioners, 614 Division Street, MS-4, Port Orchard, Washington, 98366. B. Upon receipt of a claim for damages, or any other claim, a copy of the claim will be provided by the Clerk of the Board to each member of the Executive Board. XIX. EXECUTION AND FILING A. Counterparts. The parties agree that there shall be multiple original signature pages of this Agreement distributed for signature by the necessary officials of the parties. Upon execution,the executed original signature pages of this Agreement shall be returned to the Clerk of the Kitsap County Board of Commissioners,who shall file an executed original of this Agreement with the Kitsap County Auditor. The Clerk of the Board shall distribute duplicate conformed copies of the Agreement to each of the parties. B. Later Approval and Filing. Later approval and filing of this Agreement by additional parties as set forth in Article IV, Section D, shall be deemed an authorized amendment to the Agreement already on file with the Kitsap County Auditor, without the need for reconsideration and approval by parties that have already approved and executed the Agreement. XX. EFFECTIVE DATE This Agreement shall go into effect among and between the parties upon its execution by all of the parties, as evidenced by the signatures and dates affixed below and upon its filing with the County Auditor as provided in Article XIX. IN WITNESS WHEREOF,this Agreement has been executed by each party on the date set forth below: Signatures on following pages 8 2019 Amendments Executed this day of , 2019. KITSAP TRANSIT Approved as to form Kitsap Transit Attorney John Clauson, Executive Director Executed this day of , 2019. KITSAP COUNTY BOARD OF COMMISSIONERS EDWARD E. WOLFE, Chair CHARLOTTE GARRIDO, Commissioner ATTEST: Dana Daniels, Clerk of the Board ROBERT GELDER, Commissioner Deputy Prosecuting Attorney 10 2019 Amendments Executed this day of , 2019. CITY OF BAINBRIDGE ISLAND Approved as to form Bainbridge Island City Attorney Kol Medina, Mayor Executed this 15 day of , 2019. CITY OF BREMERTON Approved as to form I w j r erton City Attorney GreA eeler, Mayor 21`— Executed this -4O day of , 2019. CITY OF PORT ORCHARD Approved as to form Port Orchard City Attorney Robert Putaansuu, Mayor Executed this day of , 2019. CITY OF POULSBO Approved as to form Poulsbo City Attorney Becky Erickson, Mayor Executed this day of , 2019. PORT OF BREMERTON Approved as to form Port of Bremerton Attorney Larry Stokes, President 9 2019 Amendments KITSAP REGIONAL COORDINATING COUNCIL BYLAWS (AMENDED) Section 1. PURPOSE: To establish the operating structure and procedures necessary to effect the intent of the Kitsap Regional Coordinating Council Interlocal Agreement. Section 2. NAME OF ORGANIZATION: The organization is a legal entity known as the Kitsap Regional Coordinating Council herein referred to as the "Council." Section 3. ESTABLISHMENT: The Council is established by an interlocal agreement, as amended from time to time, known as the Kitsap Regional Coordinating Council Interlocal Agreement. Section 4. DEFINITIONS: The following terms have the meaning prescribed to them in this section unless the context of their use dictates otherwise, and are the same terms and meanings set forth in the Kitsap Regional Coordinating Council Interlocal Agreement: 4.1 "Member agency"means a voting and dues paying municipal or other government entity located within Kitsap County which is a party to this Agreement. 4.2 "State"means the State of Washington. 4.3 "Region"means the territory physically lying within the boundaries of Kitsap County. 4.4 "Kitsap Regional Coordinating Council"or"Council"means the separate legal entity established by the Interlocal Agreement to represent member agencies to carry out those powers and managerial and administrative responsibilities delegated pursuant to the provisions of the Interlocal Agreement. 4.6 "Executive Board" shall mean the representatives of member agencies of the Kitsap Regional Coordinating Council identified in Article IV.B. of the Inter-Local Agreement (incorporated below and amended to clarify as to Council/Manager form of government, March 2, 2010). The Executive Board is comprised of the following representatives of member agencies: 1. County Government: three (3) members of the Kitsap County Board of Commissioners; 2. City Governments: a. The Mayor of each city having a population of 10,000 persons or less; b. The Mayor and one (1) member of the City Council of each city having a population between 10,001 persons and 30,000 persons; By-Laws of the Kitsap Regional Coordinating Council Page 1 Adopted Dec. 20, 2007(Section 4.6 revised Nov. 1, 2016) (Section 7.1 and 9.6 revised Dec. 4, 2018) c. The Mayor and two (2)members of the City Council of each city having a population greater than 30,000 persons; 3. A city with a Council/Manager form of government may select one (1) member of the City Council instead of a Mayor. The number of additional City Council members representing the city shall be as described in 2a-c above. 4. Port of Bremerton: one (1)representative consisting of a Port Commissioner. 5. Kitsap Transit: one (1)representative consisting of a member selected by the Kitsap Transit Board of Commissioners. 6. City Council, Port of Bremerton, and Kitsap Transit representatives may be selected by whatever means established by each specific member agency for a two (2) year term. 4.7 "Cost Allocation"means annual dues (the annual allocation among Member agencies of the cost of Council operations determined by the Executive Board for the purposes of calculating members' obligations to contribute to the funding of Council operations for the year, and for the purposes of calculating obligations and distributions in the event of withdrawal or termination). 4.8 "Ex Officio Member"means a non-voting, non-dues paying member of the Council. 4.9 "Associate Member"means a member of the Council which is not a party to this Agreement and who enters into a separate agreement with the Council that establishes the Associate Member's level of participation in Council activities. 4.10 "Executive Director"is the person or contracted entity appointed by the Executive Board to accomplish the work plan adopted by the Executive Board. Section 5. DISPUTE RESOLUTION PROCEDURES: The Council acts to facilitate consistency among local plans and between local plans and the County-wide Planning Policies consistent with the Growth Management Act. In cases where the Council finds apparent inconsistency between a local comprehensive plan and the County-wide Planning Policies, it will notify the jurisdiction of the inconsistency and initiate a process of review to try to achieve consistency. If, after completion of this process, the inconsistency remains, the Council will, where appropriate, recommend specific changes to the jurisdiction to achieve consistency. In the event of conflict among member agencies regarding amendments to County-wide planning policies, which is not resolved after reasonable efforts, the conflict shall be brought to the attention of the Council in writing by one or more of the member agencies involved in the conflict. The written notice must inform the Council of the nature of the conflict, and the agency providing notice must justify its position for contesting the County-wide planning policies. The Council will use the notice to initiate a process for review, and recommend a resolution to the By-Laws of the Kitsap Regional Coordinating Council Page 2 Adopted Dec. 20, 2007(Section 4.6 revised Nov. 1, 2016) (Section 7.1 and 9.6 revised Dec. 4, 2018) conflict. Section 6. PUBLIC PARTICIPATION: The Council provides for effective means of public participation in its deliberations. Section 7. ALTERNATE AND EX OFFICIO REPRESENTATION: 7.1. Alternate representatives to the Executive Board may be designated by each member agency and by ex officio members. Alternate representatives for member agencies shall consist only of elected official(s). Kitsap Transit may designate a non-elected senior staff person as an alternate. Only in the absence of a representative shall a designated alternate be entitled to voting privileges. Each designated alternate is entitled to the same voting privileges as the representative. For example, a County Commissioner may appoint an alternate representative to attend and vote at one or more meetings that the County Commissioner is unable to attend; provided that the alternate representative is an elected Kitsap County official. 7.2. The Council can consider Ex Officio membership status for other government entities, at their discretion. This category of membership is designed to increase policy-level communication and collaboration among other public agencies within Kitsap County. 7.2.1 Ex Officio members do not vote. 7.2.2 Ex Officio members shall not pay membership dues. 7.2.3 Ex Officio members' representative may be selected by whatever means established by each specific member agency for a two (2) year term. Ex Officio members' representatives may have a designated alternate. 7.2.4 The Council's designation of Ex Officio members shall be by simple majority vote in conformance with Section 9.5 herein. SECTION 8. OFFICERS, ELECTION, TERMS AND DUTIES: 8.1 The officers of the Council are a Chair and a Vice Chair, who are elected by the Council at the last regularly scheduled meeting during each calendar year. The Chair and Vice Chair shall be from different member agencies. Ex Officio Members and Associate Members are not eligible to serve as officers. 8.2 The Chair and Vice Chair serve a one-year term from the first day of January through the last day of December of each year. 8.3 In the event there is a vacancy in the office of the Chair, the Vice Chair succeeds to the office of Chair for the unexpired portion of the term. In the event there is a vacancy in the office of Vice Chair, the Council elects a new Vice Chair at the next regular meeting to serve the unexpired portion of the term. In the event both offices become vacant, the Council elects a new Chair and Vice Chair to serve the unexpired portion of the terms. 8.4 Duties of the Chair: By-Laws of the Kitsap Regional Coordinating Council Page 3 Adopted Dec. 20, 2007(Section 4.6 revised Nov. 1, 2016) (Section 7.1 and 9.6 revised Dec. 4, 2018) 8.4.1 The Chair is a member of the Executive Board, and presides at the meetings of the Council; 8.4.2 Create, appoint, and discharge Council committees unless otherwise provided in these By-laws; 8.4.3 Serve as Chair of the Executive Committee; 8.4.4. Call for the vote on all motions properly presented and seconded; 8.4.5 Enforce the procedural rules of the Council during meetings 8.4.6 Participate in deliberations of the Council; 8.4.7 Vote in all matters before the Council; 8.4.8 Ensure that the functions of the Council are carried out to the best of his or her abilities; 8.4.9 Make reports as necessary to the Council; and 8.4.10 Execute on behalf of KRCC all contracts, agreements, and other documents and papers duly authorized by the KRCC that may require signature. 8.5 The Vice Chair performs the duties of the Chair in the absence of the Chair and is a member of the Executive Committee. Section 9. MEETINGS, QUORUM,VOTING: 9.1 The Council, through its Executive Board, meets monthly or as necessary to fulfill its purpose and function, to discuss issues of mutual interest, and to take action on items as necessary or appropriate. 9.2 Meetings of the Executive Board and Standing Policy Committees created by the Chair shall conform to the Open Public Meetings Act, Chapter 42.30 RCW. 9.3 On items that are deliberative in nature, the Council strives for consensus. Procedures in the current edition of Robert's Rules of Order-The Modern Edition are adopted by the Council for its regular and special meetings unless they are inconsistent with these By-laws or any special rules of order the Council has adopted. 9.4 A quorum of the Executive Board is a simple majority of representatives of member agencies. Each representative of a member agency who is present at the meeting shall be entitled to cast one vote. Designated alternatives are entitled to vote only in the absence of the representative as set forth in Section 7.1 herein. Telephonic participation is not authorized for regular meetings, but is authorized for special meetings pursuant to section 9.6.5. By-Laws of the Kitsap Regional Coordinating Council Page 4 Adopted Dec. 20, 2007(Section 4.6 revised Nov. 1, 2016) (Section 7.1 and 9.6 revised Dec. 4, 2018) 9.5 Unless otherwise specified, actions by the Council are affirmed by a simple majority vote. A majority vote is more than one-half(1/2) of those present and voting. 9.6 Notwithstanding any other language in these bylaws, approval of the following actions will require a super-majority affirmative vote of 75%of the Executive Board: • Approval of Countywide Planning Policies; • Approval of the KRCC annual budget and work plan; • Approval of transportation competition funding recommendations; and • Approval of any other item that a majority of voting members agree must be approved by a super-majority affirmative vote of 75% of the Executive Board. 9.7 Special Meetings may be called, pursuant to Chapter 42.30 RCW, at any time as follows: 9.7.1 The Chair, after a reasonable attempt to contact each of the other members of the Executive Committee and with concurrence of a majority of the Executive Committee, may call a special meeting of the Council. 9.6.2 Written notice must be delivered personally or by mail and by e-mail or fax, at least 24 hours before the time of the special meeting, to each member of the Council and to each local newspaper of general circulation and each local radio or television station that has on file with the Council a written request to be notified of that special meeting or of all special meetings. Written notice is not required when a member, prior to or at the meeting, files written notice of waiver of notice, or the member is telephonically present pursuant to section 9.4, or is physically present at the meeting. 9.7.3 The notice must specify the time and public place of the special meeting, and the business to be transacted. 9.7.4 The Executive Board may take final action only concerning matters identified in the notice of the meeting. 9.7.5 Telephonic participation via speakerphone is allowed for special meetings. Any or all members may participate telephonically. The place selected for the meeting must be equipped with a speakerphone with conference call capability. Members participating telephonically must identify themselves while voting telephonically and as needed during discussion. 9.7.6 A quorum of the Executive Board must participate, and voting majorities as described in Sections 9.4 and 9.5 are required for action. 9.8 The Council may organize, sponsor, and convene general assembly meetings of member agencies, Ex Officio members, and Associate members. 9.9 Staff or elected officials from municipal or government entities within Kitsap County that choose not to be a dues paying member of KRCC and are not voted in as an Ex-Officio or By-Laws of the Kitsap Regional Coordinating Council Page 5 Adopted Dec. 20, 2007(Section 4.6 revised Nov. 1,2016) (Section 7.1 and 9.6 revised Dec. 4, 2018) Associate member may not have a regular seat,but may make presentations to standing KRCC committees to ensure access to regional transportation funding and to support consistency with comprehensive plans and Countywide Planning Policies across the Kitsap County jurisdictions. Section 10. COMMITTEES: 10.1 At the first Executive Board meeting of each calendar year,the Chair appoints an Executive Committee. Members of the Executive Committee will include: one County Commissioner, and two representatives of two City governments and includes the Chair and Vice Chair, for a minimum of three members. The Executive Committee's responsibilities include: 10.1.1 Monitoring the annual work program and budget performance and recommending revisions, if necessary; 10.1.2 General oversight of the executive director, consistent with the Council's contract with the executive director for such services; or, of any employee hired by the Council. The Executive Committee is responsible for reviewing and ensuring that all expenditures submitted for reimbursement by the executive director complies with the executive director's contract; 10.1.3 Oversight of the Council's records retention requirements; 10.1.4. Recommending amendments to the Interlocal Agreement and By-laws; 10.1.5 Preparing a recommended annual work program and budget for the succeeding year; and 10.1.6 Undertaking such studies and activities as assigned by the Chair or Council. 10.2 The Chair may appoint or the Council may request that the Chair appoint other committees as needed to advise or assist the Council in fulfilling its functions. Committee composition should include, as appropriate, representatives of County, City and Tribal governments, the Port of Bremerton, or other members. Section 11. AMENDMENTS: These By-laws maybe amended at a meeting of the Council by a two-thirds (2/3) majority vote of those present and voting, provided that a copy of the proposed amendment has been sent to each Council representative at least thirty(30) business days prior to the meeting at which the vote to amend is scheduled. Voting must be in conformance with Section 8.5 herein. By-Laws of the Kitsap Regional Coordinating Council Page 6 Adopted Dec. 20, 2007(Section 4.6 revised Nov. 1, 2016) (Section 7.1 and 9.6 revised Dec. 4, 2018)