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HomeMy WebLinkAboutResolution No. 2022-04 - Approval of PPFD Bylaws Effective September 20, 2022 RESOLUTION NO.2022-04 A RESOLUTION OF THE PASCO PUBLIC FACILITIES DISTRICT BOARD, APPROVING BYLAWS, FOR DEFINING ITS RULES OF PROCEDURE AND GOVERNANCE OF ITS ACTIVITIES, AS PERMITTED THROUGH THE PASCO PUBLIC FACILITIES DISTRICT CHARTER. WHEREAS, the Pasco Public Facilities District (PPFD) was duly formed pursuant to Chapter 35.57 of the Revised Code of Washington on July 15, 2002, by the adoption of City of Pasco Ordinance No. 3558, and granted all powers provided by law pursuant to RCW 35.57.010; and WHEREAS, pursuant to Ordinance No. 3558, the Pasco City Council created the PPFD Charter, which included the ability of the PPFD Board of Directors to create its Bylaws for the purpose of providing structure for its rules of procedure and governance of its activities; and WHEREAS, pursuant to Resolution No. 2022-03, dated May 15, 2022, the PPFD Board notified the Washington State Department of Revenue to allocate funds from the implementation of the voter approved sales and use tax consistent with RCW 82.14.048; specifically,to impose an additional 2/l Oths of 1% sales and use tax for the purpose of providing funds for the costs associated with the design, construction, and operation of an indoor/outdoor aquatic center including a competition pool commencing January 1, 2023. WHEREAS, on August 15, 2022, the City of Pasco's City Council amended the PPFD Charter, by Ordinance No. 4604, to allow the PPFD Board to employ staff or contract for professional services without the express authority from the City Council. WHEREAS, the PPFD Board has determined the institution of Bylaws, will provide a framework for the forthcoming activities associated with the design, construction, and operation of its aquatic facility. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE PASCO PUBLIC FACILITIES DISTRICT as follows: Section 1. The Pasco Public Facilities District Board of Directors does hereby approve its Bylaws, attached hereto as Eachibit A. Section 2. That this Resolution shall take effect when the restated PPFD Charter goes into effect, scheduled for August 23, 2022. Resolution—PPFD Bylaws- 1 PASSED by the Pasco Public Facilities District Board of Directors,of Pasco,Washington, this 20�'day of September, 2022. PASCO PUBLIC FACILITIES DISTRICT �� � Mark Morrissett , Board President ATTEST: APPROVED AS TO FORM: r � � . L_ %° �� Gk1" �� l:���,J�.', _. Caroline Bowdi�h, Secretary/Treasurer Kerr Fer n Law, PLLC Pasco Public Facilities District Att for PPFD Resolution—PPFD Bylaws-2 BYLAWS OF THE PASCO PUBLIC FACILITIES DISTRICT 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 Pui ose 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, Oualification, 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 tenn 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-2 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- 3 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 Meetin�s Section 4.1. All meetin �s of the Board shall follow the O en Public Meetin rs Act of Washin�ton State(RCW Chapter 42.30). Section 4.2. Re�ular Board Meetin�:s. 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 -4 VII. Old Business VIlI. New Business IX. Other Business X. Adj ournment Section 4.3. S ecial Board Meetin=s. 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 Re�;ular Board Meetin�.s. 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 ineetings 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 S�aecial Board Meetin�s. 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 tfiat 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 Citv. 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-5 ARTICLE V Amendments to Charter and Bvlaws Section 5.1. Proposals to Amend B�aws. 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 Pro osed 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 Rec�uired for Amendments to Charter or Bvlaws. 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 A��roval of Amendments to B �lti aws. 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- 6 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- 7 ARTICLE VII Apt�roval of Bylaws Approved by the Board of Directors of the District on September 20, 2022, by Resolution No. 2022-04. Bylaws of the Pasco Public Facilities District- 8 BYLAWS OF THE PASCO PUBLIC FACILITIES DISTRICT 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 Desi �nated. 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- 2 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) Secretarv/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 - 3 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 successar 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 Meetin�.s Section 4.1. All meetin�;s of the Board shall follow the Open Public Meetin�;s Act of Washin�;ton State (RCW Chapter 42.30�. Section 4.2. Re�,fular Board Meetin�s. 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 -4 VII. Old Business VIII. New Business IX. Other Business X. Adjournment Section 4.3. Special Board Meetin�s. 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 Re rular Board Meetin Ts. 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 ineetings 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 S ecial Board Meetin=s. 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 Citv. 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-5 ARTICLE V Amendments to Charter and Bvlaws Section 5.1. Proposals to Amend B. 1� 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 Reauired 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 A roval of Amendments to B �laws. 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-6 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 - 7 ARTICLE VII Aut�roval of Bvlaws Approved by the Board of Directors of the District on September 20, 2022, by Resolution No. 2022-04. Bylaws of the Pasco Public Facilities District - 8