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HomeMy WebLinkAbout2022.09.20 PPFD Agenda PacketPasco Public Facilities District Board Building Regional Facilities through Community Partnerships AGENDA Meeting Tuesday, September 2022, 4:00 p.m. Pasco City Hall – Council Chambers Microsoft Teams meeting Join on your computer or mobile app Click here to join the meeting Or call in (audio only) +1 323-676-6197,,73646304# United States, Los Angeles Call to order and roll call Recognition of Visitors/Public Comments Approval of Minutes: A. August 16, 2022, Meeting Minutes Claims Approval: Financial Report: Old Business: A. Resolution Approving the PPFD Bylaws (Eric Ferguson) MOTION: I move to approve Resolution No. 2022-04, approving the Pasco Public Facilities District Bylaws. B. PPFD Board Appointments (Matt Watkins) New Business: A. Records Management - Use of PPFD Emails and Public Records Requests (Matt Watkins/ Debby Barham) Other Business: A. Project Manager Report (Matt Watkins) • Project Timeline • LifeQuest Visit • Wibit B. City of Pasco Update (Dave Zabell) Adjournment: August 16, 2022, PPFD Minutes Page - 1 PASCO PUBLIC FACILITIES DISTRICT BOARD AUGUST 16, 2022 MEETING MINUTES Call to Order: Pasco Public Facilities District (PPFD) President Morrissette called the meeting to order at 4:01 PM the in the Council Chambers at Pasco City Hall and via Microsoft Teams Meeting. Roll Call: BOARD MEMBERS CAROLINE BOWDISH Board Member– Secretary / Treasurer Present LEONARD DIETRICH Board Member Present MARIE GILLESPIE Board Member – Vice President Present SPENCER JILEK Board Member Present MARK MORRISSETTE Board Member – President Present COUNCIL & STAFF CRAIG MALONEY Council Liaison Present DAVID MILNE Alternate Council Liaison DAVE ZABELL City Manager Present ERIC FERGUSON City Attorney Present ZACH RATKAI Administrative & Community Srvs. Director Present DEBBY BARHAM City Clerk Present Approval of Minutes: Dr. Jilek moved, and Mr. Dietrich seconded a motion to approve the minutes of the July 26, 2022, regular meeting as corrected. The motion carried unanimously. Claims Approval: Ms. Bowdish moved, and Dr. Jilek seconded a motion to approve the Second (2nd) Quarter 2022 Expense Report. Financial Report: The PPFD Board reviewed the Second (2nd) Quarter 2022 Balance Sheet and Statement of Revenues, Expenditures and Changes in Fund Balance. Old Business: A. Restated PPFD Charter Mr. Ferguson commented on the amendments to the PPFD Charter and the review process for the proposed changes needed to allow the PPFD Board to hire staff outside of Council’s authorization, as well to prepare for the proposed PPFD Bylaws. He confirmed that the Restated Charter was approved by the Pasco City Council at their August 15, 2022, meeting as provided in the PPFD meeting packet. August 16, 2022, PPFD Minutes Page - 2 B. Resolution Approving the PPFD Bylaws Mr. Ferguson provided a brief overview of the proposed PPFD Bylaws. After a brief Board and staff discussion, it was determined that the Board needed additional time to review the proposed Bylaws and the Board will forward their suggestions to City Clerk Barham during the month and an updated version of the Bylaws will be presented to the Board at their next meeting. Ms. Gillespie moved, and Dr. Jilek seconded the motion to table the Resolution No. 2022-04, approving the Pasco Public Facilities District Bylaws, to the September 20, 2022, PPFD Board meeting. Executive Session: The PPFD Board adjourned into Executive Session at 4:35 PM for 15 minutes to discuss the qualifications of an applicant for public employment per RCW 42.30.110(1)(g), with City Manager Zabell, City Attorney Ferguson, and Administrative & Community Services Director Ratkai. At 4:50 PM, Mr. Morrissette announced that the Executive Session would continue for another 10 minutes. At 5:02 PM, Mr. Morrissette announced that the Executive Session would continue for another 15 minutes. Mr. Morrissette called the meeting back to order at 5:17 PM. Old Business Continued: C. PPFD Staffing – Interim Management Services Mr. Ratkai announced that the City of Pasco will be providing additional staffing for the PPFD Board with more to follow at their next Board meeting in September. Other Business: Mr. Ferguson stated that the Washington State Department of Revenue contacted him and confirmed that the sales and use tax collection will commence January 1, 2023. Next meeting was scheduled for Tuesday, September 20, 2022. Close of Meeting: There being no other further business, the meeting closed at 5:20 PM. APPROVED this _____ day of __________________________, 2022 ________________________________ __________________________________ Mark Morrissette, President Debra Barham, Pasco City Clerk BYLAWS OF THE PASCO PUBLIC FACILITIES DISTRICT Bylaws of the Pasco Public Facilities District - 2  ARTICLE I Name This organization shall be known as the Pasco Public Facilities District (PPFD) hereinafter referred to as the “District”. ARTICLE II Statement of Purpose The purpose of the District is to provide a legal entity under RCW 35.57.010 and the Formation Ordinance to acquire, construct, own, remodel, maintain, equip, re-equip, repair, finance, operate one or more Regional Centers or Recreational Facilities as allowed by RCW 35.57.020 and/or to participate jointly, by interlocal agreement, in such activities with one or more qualifying public facilities districts for the development of one or more Regional Centers or Recreational Facilities together with related parking facilities. ARTICLE III Board of Directors, Officers and Committees Section 3.1. Vacancies. A vacancy, or vacancies, on the Board shall be deemed to exist in the case of the death, disability, resignation, or removal of any Board member as provided in the Pasco Public Facilities District’s Charter. Vacancies for a District Board of Director shall be made by appointment in accordance with the PPFD Charter Subsection 6.3(c). Section 3.2. Officers Designated. The officers of the District shall be a President, Vice President, and Secretary/Treasurer, each of whom shall be elected by the Board. 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 3.3. Election, Qualification, and Term of Office. Each of the officers shall be elected by the Board from among its members. The officers shall be elected by the Board at the first regular meeting after the term of new or reappointed Board members commences each year, for a one-year term, and each officer shall hold officer during said one-year term and until his or her successor is elected. At its organizational meeting the Board shall elect the first officers of the Board. Commented [DB1]: Caroline's edit  Bylaws of the Pasco Public Facilities District - 3  Section 3.4. Powers and Duties. The officers of the Pasco Public Facilities District shall have the following duties: a) President. The President shall be the Chief Executive officer of the District and shall have general supervision over the business of the District, subject, however, to the control of the Board. The President shall preside at all meetings of the Board. The President may sign and execute, in the name of the District, deeds, mortgages, leases, bonds, contracts, and other instruments duly authorized by the Board, and generally shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to such office by the Board. b) Vice-President. At the request of the President or in case of his or her absence or disability, the Vice-President shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the President. In addition, the Vice-President shall perform such other duties as may from time to time be assigned to that office by the Board or the President. c) Secretary/Treasurer. The Secretary/Treasurer shall: 1. Certify and keep at the office of the District, or at such other place as the Board may order, the original or a copy of the Bylaws, as they may have been amended; 2. Keep at the office of the District, or at such other place as the Board may order, a book of minutes of all meetings of the Board, recording therein the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, and the proceedings undertaken at the meeting; 3. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; 4. Be custodian of the records and seal of the District; keep and provide access to records as required by Section 8.3 of the Charter; 5. Exhibit at all reasonable times to any director, upon request, the Bylaws and minutes of the proceedings of the directors of the District; 6. Receive and have charge of all funds of the District and disburse such funds only as directed by the Board; Commented [DB2]: Caroline's Question use of "incident"  Bylaws of the Pasco Public Facilities District - 4  7. File with the City records of the District’s principal office, Board members and current Bylaws as required by Section 8.2 of the Charter; file with the City the annual report, including financial statements, as required by section 8.5 of the Charter; make records available to the City Manager or his or her designee, the Council or the State Auditor as required by Section 8.6 of the Charter; and procure insurance, if any, as required by Section 8.7 of the Charter; and 8. In general, perform all duties of the office of Secretary/Treasurer, including all duties incident to the office of chief financial officer, and such other duties as may from time to time be assigned to such office by the Board of Directors or the President. Section 3.5. Removal From Office. Upon reasonable prior notice to all Board members of the alleged reasons for dismissal, the Board by an affirmative vote of the majority of all the Board members may remove any officer from his or her office (but not from his or her membership on the Board) whenever in its judgement the best interests of the District will be served thereby. Section 3.6. Vacancies. The Board shall fill any office that becomes vacant with a successor who shall hold office for the unexpired term and until his or her successor shall have been duly elected and qualified. Section 3.7. Establishment of Committees. The Board, by resolution, may designate from among its members one or more committees, each consisting of at least two members, to represent the Board and, except as prohibited by the Charter, 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 of any responsibility imposed by law. Section 3.8. Executive Committee. The Executive Committee of the District shall consist of the President, Vice President, and the Secretary/Treasurer. The provisions for election, qualifications, terms of office and removal of any member of the Executive Committee shall be identical to those of officers of the Board as provided herein Sections 3.3, 3.5, and 3.6 of this Article. Except as provided in the Charter, the Executive Committee shall have and exercise such powers of the Board as the Board may from time to time provide by Resolution. ARTICLE IV Meetings Commented [DB3]: Caroline's Edit ‐ questions use of "incident" Commented [DB4]: Caroline's edit  Bylaws of the Pasco Public Facilities District - 5  Section 4.1. All meetings of the Board shall follow the Open Public Meetings Act of Washington State (RCW Chapter 42.30). Section 4.2. Regular Board Meetings. Subject to Article VII of the Charter, regular meetings of the Board shall be held the third Tuesday of the month, commencing at 4:00 PM in the Pasco City Hall in Council Chambers located at 525 North Third Avenue, Pasco, WA 99301. A. The agenda shall include: I. Call to Order and Roll Call II. Recognition of Visitors/Public Comments III. Approval of Minutes IV. Claims Approval V. Financial Report VI. Reports from Committees VII. Old Business VIII. New Business IX. Other Business X. Close of MeetingAdjournment Section 4.3. Special Board Meetings. Subject to Article VII of the Charter, special meetings of the Board may be held at any place at any time whenever called by the President or a majority of the members of the Board. Section 4.4. Notice of Regular Board Meetings. No notice of the regular meeting shall be required, except for the first regular meeting or after any change in the time or place of such meeting adopted by resolution of the Board as above provided. Notice of such changed regular meeting shall be given by the Secretary/Treasurer or by the person or persons calling the meeting at least three days’ notice by mail, email, or other written communication. If mailed, notice shall be mailed by U.S. mail, postage prepaid, to the last known address of each Board member. In addition, the District shall routinely provide reasonable notice of meetings to any individual specifically requesting it in writing. At any regular meeting of the Board, any business may be transacted, and the Board may exercise all of its powers. Section 4.5. Notice of Special Board Meetings. Notice of all special meetings of the Board shall be given by the Secretary/Treasurer or by the person or persons calling the special meeting by delivering written notice personally, by mail, by, or by email, at least 24 hours prior to the time of the meeting, to each Board member, to each local newspaper of general circulation, and to Commented [DB5]: Amendment by Debby B.  Bylaws of the Pasco Public Facilities District - 6 each radio or television station that has requested notice and to any other individual specifically requesting it in writing, and in compliance with the any other requirements as provided in RCW 42.30.080. 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 on any other matter at such meetings. Section 4.6. Waiver of Notice. Notice as provided in Sections 4.3 and 4.4 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 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 deal with 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 of such injury or damage. Notice, as provided in Article IX of the Charter, concerning proposed amendments to the Charter or Bylaws and votes on such amendments may not be waived. Section 4.7. Notice to the City. Notice of all meetings of the Board shall be delivered to the City Clerk at least three days prior to any regular meeting at least 24 hours prior to any special meeting. In addition, the minutes of the Board shall be mailed to the City Clerk within 15 days after the approval of the Board. ARTICLE V Amendments to Charter and Bylaws Section 5.1. Proposals to Amend Bylaws. a) Proposals to amend the Charter or Bylaws shall be presented in a format that strikes over material to be deleted and underlines new material. b) Any Board member may introduce a proposed amendment to the Charter or Bylaws (which may consist of new Bylaws) at any regular meeting or at any special meeting of which 30 days’ advance notice has been given. Section 5.2. Board Consideration of Proposed Amendments. If notice of a proposed amendment to the Charter or 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 Bylaws of the Pasco Public Facilities District - 7 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. Section 5.3. Vote Required for Amendments to Charter or Bylaws. Resolutions of the Board approving proposed amendments to the Charter or approving amendments to the Bylaws require an affirmative vote of a majority of the Board members then in office as provided in the Charter. As provided in the Formation Ordinance, as necessary and appropriate in the discretion of the Council, the Council may amend the Bylaws by resolution adopted at or after a public meeting held with notice to the District. Amendments to the Bylaws adopted by the Council may not be further amended by the District for one year except with Council approval. Section 5.4. Board Approval of Amendments to Bylaws. Proposed Bylaw amendments adopted by the Board shall be submitted to the City Clerk. The District’s Charter may be amended only as provided in Article IX of the Charter. ARTICLE VI Administrative Provisions Section 6.1. 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 having any of the authority of the Board. Section 6.2. Indemnification of Board Members. The District elects to defend and indemnify its present and former Board members and officers and their successors, spouses, and marital communities to the full extent authorized by law and the Charter. In addition, the right of indemnification shall inure to each Board member or officer and his or her spouses and marital communities upon his or her appointment to the Board and in the event of his or her death shall extend to his or her heirs, legal representatives, and estate. Each person who shall act as Board member or officer of the District shall be deemed to do so in reliance upon such indemnification and such rights shall not be exclusive of any other right that he or she may have. Section 6.3. Principal Office. The principal office of the Pasco Public Facilities District shall be located in Pasco, Washington, as specified by resolution of the Board. Section 6.4. Fiscal Year. The Fiscal Year of the District shall begin January 1 and end December 31 of each year. Bylaws of the Pasco Public Facilities District - 8 ARTICLE VII Approval of Bylaws Approved by the Board of Directors of the District on August 16_________, 2022, by Resolution No. 2022-04. Commented [DB6]: Was not Approved at 8.16.22 Mtg  BYLAWS OF THE PASCO PUBLIC FACILITIES DISTRICT Board Edits - Clean Copy Bylaws of the Pasco Public Facilities District - 2 ARTICLE I Name This organization shall be known as the Pasco Public Facilities District (PPFD) hereinafter referred to as the “District”. ARTICLE II Statement of Purpose The purpose of the District is to provide a legal entity under RCW 35.57.010 and the Formation Ordinance to acquire, construct, own, remodel, maintain, equip, re-equip, repair, finance, operate one or more Regional Centers or Recreational Facilities as allowed by RCW 35.57.020 and/or to participate jointly, by interlocal agreement, in such activities with one or more qualifying public facilities districts for the development of one or more Regional Centers or Recreational Facilities together with related parking facilities. ARTICLE III Board of Directors, Officers and Committees Section 3.1. Vacancies. A vacancy, or vacancies, on the Board shall be deemed to exist in the case of the death, disability, resignation, or removal of any Board member as provided in the Pasco Public Facilities District’s Charter. Vacancies for a District Board of Director shall be made by appointment in accordance with the PPFD Charter Subsection 6.3(c). Section 3.2. Officers Designated. The officers of the District shall be a President, Vice President, and Secretary/Treasurer, each of whom shall be elected by the Board. 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 3.3. Election, Qualification, and Term of Office. Each of the officers shall be elected by the Board from among its members. The officers shall be elected by the Board at the first regular meeting after the term of new or reappointed Board members commences 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. At its organizational meeting the Board shall elect the first officers of the Board. Section 3.4. Powers and Duties. The officers of the Pasco Public Facilities District shall have the following duties: Bylaws of the Pasco Public Facilities District - 3 a) President. The President shall be the Chief Executive officer of the District and shall have general supervision over the business of the District, subject, however, to the control of the Board. The President shall preside at all meetings of the Board. The President may sign and execute, in the name of the District, deeds, mortgages, leases, bonds, contracts, and other instruments duly authorized by the Board, and generally shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to such office by the Board. b)Vice-President. At the request of the President or in case of his or her absence or disability, the Vice-President shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the President. In addition, the Vice-President shall perform such other duties as may from time to time be assigned to that office by the Board or the President. c) Secretary/Treasurer. The Secretary/Treasurer shall: 1.Certify and keep at the office of the District, or at such other place as the Board may order, the original or a copy of the Bylaws, as they may have been amended; 2.Keep at the office of the District, or at such other place as the Board may order, a book of minutes of all meetings of the Board, recording therein the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, and the proceedings undertaken at the meeting; 3.See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; 4.Be custodian of the records and seal of the District; keep and provide access to records as required by Section 8.3 of the Charter; 5.Exhibit at all reasonable times to any director, upon request, the Bylaws and minutes of the proceedings of the directors of the District; 6.Receive and have charge of all funds of the District and disburse such funds only as directed by the Board; 7.File with the City records of the District’s principal office, Board members and current Bylaws as required by Section 8.2 of the Charter; file with the City the annual report, including financial statements, as required by section 8.5 of the Charter; make records available to the City Manager or his or her designee, the Council or the State Auditor as required by Section 8.6 of the Charter; and procure insurance, if any, as required by Section 8.7 of the Charter; and Bylaws of the Pasco Public Facilities District - 4 8.In general, perform all duties of the office of Secretary/Treasurer, including all duties incident to the office of chief financial officer, and such other duties as may from time to time be assigned to such office by the Board of Directors or the President. Section 3.5. Removal From Office. Upon reasonable prior notice to all Board members of the alleged reasons for dismissal, the Board by an affirmative vote of the majority of all the Board members may remove any officer from his or her office (but not from his or her membership on the Board) whenever in its judgment the best interests of the District will be served thereby. Section 3.6. Vacancies. The Board shall fill any office that becomes vacant with a successor who shall hold office for the unexpired term and until his or her successor shall have been duly elected and qualified. Section 3.7. Establishment of Committees. The Board, by resolution, may designate from among its members one or more committees, each consisting of at least two members, to represent the Board and, except as prohibited by the Charter, 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 of any responsibility imposed by law. Section 3.8. Executive Committee. The Executive Committee of the District shall consist of the President, Vice President, and the Secretary/Treasurer. The provisions for election, qualifications, terms of office and removal of any member of the Executive Committee shall be identical to those of officers of the Board as provided herein Sections 3.3, 3.5, and 3.6 of this Article. Except as provided in the Charter, the Executive Committee shall have and exercise such powers of the Board as the Board may from time to time provide by Resolution. ARTICLE IV Meetings Section 4.1. All meetings of the Board shall follow the Open Public Meetings Act of Washington State (RCW Chapter 42.30). Section 4.2. Regular Board Meetings. Subject to Article VII of the Charter, regular meetings of the Board shall be held the third Tuesday of the month, commencing at 4:00 PM in the Pasco City Hall in Council Chambers located at 525 North Third Avenue, Pasco, WA 99301. A.The agenda shall include: I. Call to Order and Roll Call II. Recognition of Visitors/Public Comments III.Approval of Minutes IV.Claims Approval V.Financial Report VI.Reports from Committees Bylaws of the Pasco Public Facilities District - 5 VII.Old Business VIII.New Business IX.Other Business X.Adjournment Section 4.3. Special Board Meetings. Subject to Article VII of the Charter, special meetings of the Board may be held at any place at any time whenever called by the President or a majority of the members of the Board. Section 4.4. Notice of Regular Board Meetings. No notice of the regular meeting shall be required, except for the first regular meeting or after any change in the time or place of such meeting adopted by resolution of the Board as above provided. Notice of such changed regular meeting shall be given by the Secretary/Treasurer or by the person or persons calling the meeting at least three days’ notice by mail, email, or other written communication. If mailed, notice shall be mailed by U.S. mail, postage prepaid, to the last known address of each Board member. In addition, the District shall routinely provide reasonable notice of meetings to any individual specifically requesting it in writing. At any regular meeting of the Board, any business may be transacted, and the Board may exercise all of its powers. Section 4.5. Notice of Special Board Meetings. Notice of all special meetings of the Board shall be given by the Secretary/Treasurer or by the person or persons calling the special meeting by delivering written notice personally, by mail, by, or by email, at least 24 hours prior to the time of the meeting, to each Board member, to each local newspaper of general circulation, and to each radio or television station that has requested notice and to any other individual specifically requesting it in writing, and in compliance with the any other requirements as provided in RCW 42.30.080. 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 on any other matter at such meetings. Section 4.6. Waiver of Notice. Notice as provided in Sections 4.3 and 4.4 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 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 deal with 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 of such injury or damage. Notice, as provided in Article IX of the Charter, concerning proposed amendments to the Charter or Bylaws and votes on such amendments may not be waived. Section 4.7. Notice to the City. Notice of all meetings of the Board shall be delivered to the City Clerk at least three days prior to any regular meeting at least 24 hours prior to any special meeting. In addition, the minutes of the Board shall be mailed to the City Clerk within 15 days after the approval of the Board. Bylaws of the Pasco Public Facilities District - 6 ARTICLE V Amendments to Charter and Bylaws Section 5.1. Proposals to Amend Bylaws. a)Proposals to amend the Charter or Bylaws shall be presented in a format that strikes over material to be deleted and underlines new material. b)Any Board member may introduce a proposed amendment to the Charter or Bylaws (which may consist of new Bylaws) at any regular meeting or at any special meeting of which 30 days’ advance notice has been given. Section 5.2. Board Consideration of Proposed Amendments. If notice of a proposed amendment to the Charter or 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 notice and information is provided to Board members. Section 5.3. Vote Required for Amendments to Charter or Bylaws. Resolutions of the Board approving proposed amendments to the Charter or approving amendments to the Bylaws require an affirmative vote of a majority of the Board members then in office as provided in the Charter. As provided in the Formation Ordinance, as necessary and appropriate in the discretion of the Council, the Council may amend the Bylaws by resolution adopted at or after a public meeting held with notice to the District. Amendments to the Bylaws adopted by the Council may not be further amended by the District for one year except with Council approval. Section 5.4. Board Approval of Amendments to Bylaws. Proposed Bylaw amendments adopted by the Board shall be submitted to the City Clerk. The District’s Charter may be amended only as provided in Article IX of the Charter. ARTICLE VI Administrative Provisions Section 6.1. 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 having any of the authority of the Board. Section 6.2. Indemnification of Board Members. The District elects to defend and indemnify its present and former Board members and officers and their successors, spouses, and marital communities to the full extent authorized by law and the Charter. In addition, the right of Bylaws of the Pasco Public Facilities District - 7 indemnification shall inure to each Board member or officer and his or her spouses and marital communities upon his or her appointment to the Board and in the event of his or her death shall extend to his or her heirs, legal representatives, and estate. Each person who shall act as Board member or officer of the District shall be deemed to do so in reliance upon such indemnification and such rights shall not be exclusive of any other right that he or she may have. Section 6.3. Principal Office. The principal office of the Pasco Public Facilities District shall be located in Pasco, Washington, as specified by resolution of the Board. Section 6.4. Fiscal Year. The Fiscal Year of the District shall begin January 1 and end December 31 of each year. Bylaws of the Pasco Public Facilities District - 8 ARTICLE VII Approval of Bylaws Approved by the Board of Directors of the District on _________ 2022, by Resolution No. 2022-04.