HomeMy WebLinkAbout3018 Creating a PDA/Charter and BylawsOrdinance 3018
Public Development Authority
Page 1 of II
Ordinance No. 3018
AN ORDINANCE OF THE CITY OF PORT TOWNSEND AUTHORIZING THE
CREATION OF A PUBLIC CORPORATION TO BE KNOWN AS THE CITY OF
PORT TOWNSEND PUBLIC DEVELOPMENT AUTHORITY AND
APPROVING A CHARTER AND BYLAWS
WHEREAS, pursuant to RCW 35.21.730 through 35.21.755, the City Council (the
"Council") of the City of Port Townsend, Washington (the "City") may authorize the creation
of a public corporation as a separate legal entity to perform any lawful public purpose or
public function as therein authorized; and
WHEREAS, the Council has determined that the creation and utilization of a public
corporation would improve the effectiveness of City efforts in the following azeas:
• Preservation of historic assets;
• Development, redevelopment, and preservation in perpetuity of affordable housing;
• Development, redevelopment and preservation of public assets (including assets that
have been or may be surplused by the City or other governmental entities);
• Development, redevelopment and preservation of public places of special quality for
the purposes of maintaining commons for the public interest (as nominated by
Council);
• Such other projects or activities as may be designated by the City Council.
WHEREAS, the City has determined that chartering a public corporation to function
on its behalf in undertaking the efforts listed above will create a highly focused and dedicated
entity that will accelerate progress; allow the City to recruit citizens to the boazd of directors
of the public corporation who will provide effective leadership and bring valuable expertise
to its work; and enhance opportunities for meaningful cooperation among public and private
entities and others critical to the successful undertaking of these projects all while ensuring
appropriate public oversight and accountability; and
WHEREAS, the relationship between the Ciry and the public corporation will be
further defined in one or more legally binding agreements between them specifically
delineating the work to be undertaken by the corporation and other matters essential to its
success while maintaining consistency with City policies, goals and priorities and providing
for meaningful accountability; and
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Public Development Authority
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WHEREAS, the Council has been presented with drafts of a proposed charter (the
"Charter") and bylaws (the "Bylaws") for the establishment and chartering of a public
corporation to be known as the Port Townsend Public Development Authority, pursuant to
the terms of this ordinance and the Charter; and
WHEREAS, it appears in the best interest of the City to approve the Charter and
Bylaws for the Port Townsend Public Development Authority as now proposed;
NOW, THEREFORE THE CITY OF PORT TOWNSEND DOES ORDAIN:
Section I: Authority Created-City Liability Limited.
A. Authority Created. The Council hereby authorizes the creation of a public
corporation pursuant to RCW 35.21.730(5). The public corporation shall have all of the
powers set forth in this ordinance, RCW 35.21.730 through 35.21.755, and its charter
necessary to facilitate the following:
• Preservation of historic assets;
• Development, redevelopment, and preservation in perpetuity of affordable housing;
• Development, redevelopment and preservation of public assets (including assets that
have been or may be surplused by the City or other governmental entities);
• Development, redevelopment and preservation of public places of special quality for
the purposes of maintaining commons for the public interest (as nominated by
Council);
• Such other projects or activities as maybe designated by the City Council, and
• Other functions specified in this ordinance or its charter.
B. Name. The name of the public corporation shall be the "Port Townsend Public
Development Authority" (hereinafter the "Authority"). The Board may recommend a name
change or a trade name for Council review and approval.
C. Seal. The corporate seal of the Authority shall carry the name of the Authority.
D. City Liability Limited. The Authority is an independent legal entity exclusively
responsible for its own debts, obligations and liabilities. Except as specifically agreed in
writing by the City, the Authority shall take no action that might impose liability upon the
City. All liabilities incurred by the Authority shall be satisfied exclusively from the assets,
credit, and properties of the Authority, and no creditor or other person shall have any right of
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Public Development Authority
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action against or recourse to the City, its assets, credit, or services, on account of any debts,
obligations, liabilities or acts or omissions of the Authority.
The charter of the Authority shall provide that the Authority is organized pursuant to this
ordinance and RCW 35.21.730 through 35.21.755 and state as follows: "[A]ll liabilities
incurred by the Authority shall be satisfied exclusively from the assets and properties of the
Authority and no creditor or other person shall have any right of action against the City of
Port Townsend, Washington on account of any debts, obligations or liabilities of the
Authority." Such statement shall be displayed in a prominent location in the principal office
and other offices of the Authority. It shall also be printed or stamped on all contracts, bonds,
and other documents that may entail any debt or liability by the Authority. Failure to display,
print or stamp the statement required by this section shall not be taken as creating any
liability for the City.
Section 2: Powers--Generally. Except as otherwise limited by Washington State law,
this ordinance, or the charter of the Authority, the Authority shall have and exercise all lawful
powers necessary or convenient to effect the purposes for which the Authority is organized
and to perform authorized corporate functions, including, without limitations, the power to:
A. Own, lease, acquire, dispose of, exchange and sell real and personal property;
B. Contract for any Authority purpose with individuals, associations and corporations,
municipal corporations, any agency of the State government or its political subdivisions, and
the State, any Indian Tribe, and the United States or any agency or department thereof;
C. Sue and be sued in its name;
D. Lend its funds, property, credit or services, borrow money, or act as a surety or
guarantor for corporate purposes;
E. Do anything a natural person may do;
F. Perform and undertake all manner and type of community services and activities in
furtherance of the carrying out of the purposes or objectives of any program or project
heretofore or hereafter funded in whole or in part with funds received from the United States,
state, county, or other political entity, or any agency or department thereof, or any other
program or project, whether or not funded with such funds, which the Authority is authorized
to undertake by Federal or Washington State law, City ordinance, City resolution, by
agreement with the City, or as may otherwise be authorized by the City;
G. Provide and implement such municipal services and functions as the Council may by
ordinance or resolution direct;
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Public Development Authority
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H. Transfer any funds, real or personal property, property interests, or services, with or
without consideration;
L Receive and administer governmental or private funds, goods, or services for any
lawful public purpose;
J. Purchase, acquire, lease, exchange, mortgage, encumber, improve, use, manage, or
otherwise transfer or grant security interests in real or personal property or any interests
therein; grant or acquire options on real and personal property; and contract regarding the
income or receipts from real property;
K. Issue negotiable bonds and notes in conformity with applicable provisions of the
Uniform Commercial Code and Washington State law and Section 15 of this Ordinance in
such principal amounts, as in the discretion of the Authority, shall be necessary or appropriate
to provide sufficient funds for achieving any corporate purposes; or to secure financial
assistance, including funds from the United States, a state, or any political subdivision or
agency of either for corporate projects and activities; provided, however, that all bonds and
notes or liabilities occurring thereunder shall be satisfied exclusively from the assets,
properties or credit of the Authority, and no creditor or other person shall have any recourse
to the assets, credit or services of the Ciry thereby, unless the Council shall by resolution
expressly guarantee such bonds or notes;
L. Contract for, lease, and accept transfers, gifts or loans of funds or property from the
United States, a state, and any political subdivision or agency of either, including property
acquired by any such governmental unit through the exercise of its power of eminent domain,
and from corporations, associations, individuals or any other source, and to comply with the
terms and conditions therefore;
M. Manage, on behalf of the United States, a state, and any political subdivision or
agency of either, any property acquired by such entity through gift, purchase, construction,
Lease, assignment, default, or exercise of the power of eminent domain;
N. Recommend to appropriate governmental authorities public improvements and
expenditures for areas located within the City;
O. Recommend to the United States, a state, and any political subdivision or agency of
either, any property, owned or that could be acquired by the political entity, which, if
committed or transferred to the Authority, would materially advance the public purpose for
which the Authority is chartered;
P. Initiate, carry out, and complete such improvements of benefit to the public consistent
with its charter as the United States, a state, and any political subdivision or agency of either
may request;
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Public Development Authority
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Q. Recommend to the United States, a state, and any political subdivision or agency of
either such tax, financing, and security measures as the Authority may deem appropriate to
maximize the public interest in the City;
R. Provide advisory, consultative, training, educational, and community services or
advice to individuals, associations, corporations, or governmental agencies, with or without
chazge;
S. Control the use and disposition of corporate property, assets, and credit;
T. Invest and reinvest its funds;
U. Fix and collect charges for services rendered or to be rendered, and fix and collect
rents for properties or portions of properties leased, and establish the consideration for
property transferred;
V. Sponsor, lease, manage, construct, own, or otherwise participate in housing projects,
where such activity furthers the purpose for which the Authority is chartered;
W. Maintain books and records as appropriate for the conduct of its affairs;
X. Conduct corporate affairs, carry on its operations, and use its property as allowed by
law and consistent with this ordinance, its charter and its bylaws; designate agents and
engage employees, prescribing their duties, qualifications, and compensation; and secure the
services of consultants for professional services, technical assistance, or advice;
Y. Exercise and enjoy such additional powers as maybe authorized bylaw.
Section 3: Limitation of Powers. The activities and transactions of the Authority shall
be limited in the following respects:
A. The Authority shall have no power of eminent domain nor any power to levy taxes or
special assessments.
B. The Authority may not incur or create any liability that permits recourse by any
contracting party or member of the public to any assets, services, resources, or credit of the
City.
C. No funds, assets, or property of the Authority shall be used for any partisan political
activity or to further the election or defeat of any candidate for public office; nor shall any
funds or a substantial part of the activities of the Authority be used for publicity or
educational purposes designed to support or defeat legislation pending before the Congress of
the United States, or the legislature or governing body of any political entity; provided,
however, that funds maybe used for representatives of the Authority to communicate with
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Public Development Authority
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governmental entities concerning funding and other matters directly affecting the Authority,
so long as such activities do not constitute a substantial part of the Authority's activities and
unless such activities are specifically limited in its Charter.
D. All funds, assets, or credit of the Authority shall be applied toward or expended upon
services, projects, and activities authorized by its charter. No part of the net earnings of the
Authority shall inure to the benefit of, or be distributable as such to, the board members or
other private persons, except that the Authority is authorized and empowered to:
1. Reimburse Board Members, employees and others performing services for the
Authority reasonable expenses actually incurred in performing their duties, and
compensate employees and others performing services for the Authority a reasonable
amount for services rendered;
2. Assist board members or employees as members of a general class of persons
to be assisted by acorporate-approved project or activity to the same extent as other
members of the class as long as no special privileges or treatment accrues to such
board members or employees by reason of his or her status or position in the
Authority;
3. Defend and indemnify any current or former board member or employee and
their successors against all costs, expenses, judgments, and liabilities, including
attorneys' fees, reasonably incurred by or imposed upon him or her in connection with
or resulting from any claim, action, or proceeding, civil or criminal, in which he or
she is or may be made a party by reason of being or having been a board member or
employee, or by reason of any action alleged to have been taken or omitted by him or
her in such position, provided that he or she was acting in good faith on behalf of the
Authority and within the scope of duties imposed or authorized bylaw. This power of
indemnification shall not be exclusive of other rights to which board members or
employees maybe entitled as a matter of law; and
4. Purchase insurance to protect and hold personally harmless any of its board
members, employees and agents from any action, claim, or proceeding instituted
against the foregoing individuals arising out of the performance, in good faith, of
duties for, or employment with, the Authority and to hold these individuals harmless
from any expenses connected with the defense, settlement, or monetary judgments
from such actions, claims, or proceedings. The purchase of such insurance and its
policy limits shall be discretionary with the board, and such insurance shall not be
considered to be compensation to the insured individuals. The powers conferred by
this subsection shall not be exclusive of any other powers conferred bylaw to
purchase liability insurance.
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Public Development Authority
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E. The Authority shall not issue shares of stock, pay dividends, make private distribution
of assets, make loans to its board members or employees or otherwise engage in business for
private gain.
Section 4: Charter. The charter of the Authority (the "Charter") is hereby approved in
the form set forth at Exhibit A. The Charter shall be issued in duplicate originals, each signed
by the Mayor and bearing the City seal attested by the City Clerk. One original shall be filed
with the Clerk of the Council and filed as a public record. A duplicate original shall be
provided to the Authority.
The Charter maybe amended by the City Council to comply with changes in Washington
State Law or to make the Charter consistent with the provisions of this ordinance as it maybe
amended by the Council from time to time. Charter amendments proposed by the City
Council for such purposes shall not require subsequent approval of the board of directors of
the Authority. The Charter may also be amended by resolution of the boazd of directors of the
Authority subject to approval by the City Council. Any Charter amendment adopted by
resolution of the board of directors must be consistent with the terms of this ordinance, as it
maybe amended from time to time. After adoption of a Charter amendment, the revised
Charter shall be issued and filed in the same manner as the original Charter.
Section 5: Effect of Issuance of Charter. The Authority shall commence its existence
effective upon issuance of its Charter and appointment and confirmation of the initial board
of directors as provided in the Charter. Except as against the state or the City in a proceeding
to cancel or revoke the Charter, delivery of a duplicate original Charter shall conclusively
establish that the Authority has been established in compliance with the procedures of this
ordinance.
Section 6: Board of Directors; Officers. A board consisting of seven members (the
"Board") is hereby established to govern the affairs of the Authority. The Board Members
shall be appointed and serve their terms as provided in the Charter. All corporate powers of
the Authority shall be exercised by or under the authority of the Board; and the business,
property and affairs of the authority shall be managed under the supervision of the Board,
except as may be otherwise provided by law, this Enabling Ordinance (as it maybe amended
from time to time), or in the Charter.
The Board shall have two or more officers as provided in the Charter. The officers shall
manage the daily affairs and operations of the Authority. The same person shall not serve as
both the chairperson of the Authority and the officer responsible for the custody of funds and
maintenance of accounts and finances. Any officer responsible for accounts and finances
shall file with the Authority a fidelity bond in an amount determined by the Authority to be
adequate and appropriate and may hold the office only as long as such a bond continues in
effect. The chairperson shall be the agent of the Authority for service of process. The
Authority may, by resolution, designate other agents to receive or initiate process.
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Public Development Authority
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Section 7: Meeting. Within ninety (90) days after issuance of the Charter and
appointment and confirmation of the initial Board, the City Manager or designee shall call an
organizational meeting of the initial Board, giving at least ten (10) days' advance written
notice to each, unless waived in writing. At such meeting, the Board shall organize itself,
appoint officers, and select its place of business. All Board meetings, including executive, all
other permanent and ad hoc committee meetings, shall be open to the public to the extent
required by chapter 42.30 RCW.
Section 8: Bylaws. The initial bylaws (the "Bylaws") of the Authority are hereby
approved in the form set forth at Exhibit B. The power to alter, amend, or repeal the Bylaws
or adopt new ones shall be vested in the Board except as otherwise provided in the Charter.
The Bylaws shall be consistent with the Charter. In the event of a conflict between the
Bylaws and this ordinance (as it may be amended from time to time) or the Charter, this
ordinance or the Charter, as the case maybe, shall control.
Section 9. Ethics. The City's code of ethics, including all amendments, apply to the
Board, and officers and employees of the Authority. Nothing prevents the Board from
adopting a code of ethics for the Authority, so long as its provisions supplement and are not
inconsistent with the City's code of ethics. If the Board adopts a code of ethics consistent
with this section, the City code of ethics continues to apply, as supplemented by the one
adopted by the Board.
Section 10: Funds of the Authority. All money belonging to or collected for the use of
the Authority coming into the hands of any officer thereof shall immediately be deposited
with the treasurer or other legal depository to the credit of the Authority for the benefit of the
funds to which they belong. The use of funds of the Authority for any purpose not authorized
bylaw by any officer having possession or control thereof is prohibited.
Section 11: Discrimination Prohibited.
The Authority, its employees, agents and subcontractors, if any, shall at all times comply with
any and all federal, state or local laws, ordinances, rules or regulations with respect to non-
discrimination and equal employment opportunity, which may at any time be applicable to
the City by law, contract or otherwise, including but not limited to all such requirements
which may apply in connection with employment or the provision of services to the public.
Specifically, the following matters or activities shall not be directly or indirectly based upon
or limited by age, race, color, religion, sex, national origin, honorably discharged veteran or
military status, sexual orientation, or the presence of any sensory, mental, or physical
disability or the use of a trained dog guide or service animal by a person with a disability:
L Membership on the Board
2. Employment, including solicitation or advertisements for employees.
3. Provisions of services to and contracts with the public
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Public Development Authority
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Section 12: Dissolution.
A. The Authority maybe dissolved for any reason by an affirmative finding of the
Council that dissolution is warranted. The Council shall make such affinnative finding in a
resolution at or after the Council holds a public hearing, held with notice to the Authority and
its Board. Dissolution shall be accomplished as provided in the Charter, and shall not take
effect until proper provision has been made for disposition of all Authority assets and
liabilities.
B. Upon enactment of a resolution by the Council for dissolution of the Authority, the
Authority shall file a dissolution statement signed by its chairperson setting forth:
1. The name and principal office of the Authority;
2. The debts, obligations and liabilities of the Authority, and the property and
assets available to satisfy the same; the provisions to be made for satisfaction of
outstanding liabilities and performance of executory contracts; and the estimated time
for completion of its dissolution;
3. Any pending litigation or contingent liabilities;
4. The Board resolution providing for such dissolution and the date(s) and
proceedings leading toward its adoption, whenever the dissolution be voluntary; and
5. A list of persons to be notified upon completion of the dissolution.
The City Manager shall review the dissolution statement filed and oversee the dissolution to
protect the public interest and prevent impairment of obligation, or if so authorized bylaw,
authorize or initiate proceedings in the Superior Court for the appointment and supervision of
a receiver for such purposes.
Upon satisfactory completion of dissolution proceedings, the City shall indicate such
dissolution by inscription of "charter cancelled" on the original Charter of the Authority, on
file with the Clerk of the City and, when available, on the duplicate original in possession of
the Authority, and the existence of the Authority shall cease. The City shall give notice
thereof pursuant to Washington State law and to other persons requested by the Authority in
its dissolution statement.
C. Upon dissolution of the Authority or the winding up of its affairs, title to all
remaining assets or property of the Authority shall vest in the City unless the City or trustee
or court has provided for the transfer of any Authority rights, assets or property to a qualified
entity or entities to fulfill the purposes for which the Authority was chartered.
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Public Development Authority
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Section 13: Insurance. The Authority shall maintain in full force and effect public
liability insurance in an amount sufficient to cover potential claims for bodily injury, death or
disability and for property damage, which may arise from or be related to projects and
activities of the Authority, naming the City as an additional insured.
Section 14: Annual Reports. The Authority shall, within three months after the end of its
fiscal year, file an annual report with the City Manager and the City Council containing an
audited statement of assets and liabilities, income and expenditures and changes in its
financial position during the previous year; a summary of significant accomplishments; alist
of depositories used; a projected operating budget for the current fiscal year; a summary of
projects and activities to be undertaken during the current year; a list of officers of the Board;
and a list of individuals that are bonded pursuant to Section 6 of this ordinance; and such
other matters as the Authority shall deem appropriate. The Authority shall also answer fully
and within a reasonable time any written inquiries by City officials in the course of their
duties about its finances, organization or activities.
Section I5: Access to Records. The Authority shall keep an official journal containing the
minutes of proceedings at all meetings of the Board and any meetings of any committees and
the resolutions of the Board. Any person shall have access to records and information of the
Authority to the extent required by Washington State law.
Section 16: Bonds and Notes. Bonds and notes issued by the Authority maybe secured by
the full faith and credit of the Authority or maybe made payable solely out of certain
revenues and receipts as maybe designated in the proceedings under which the issuance of
the bonds or notes are authorized. All bonds or notes issued shall carry in a prominent place
thereon the statement set forth in Section 1(D) of this ordinance. All bonds and notes or
liabilities occurring thereunder shall be satisfied exclusively from the assets or credit of the
Authority, and no creditor or other person shall have any recourse to the assets, credit, or
services of the City thereby, unless the City shall expressly, in writing, guarantee such bonds
or notes.
Bonds and notes of the Authority maybe sold at such price or prices, at public or private sale,
in such manner and from time to time as maybe determined by the Authority, provided no
bonds maybe sold at private sale without prior City approval. Bonds and notes maybe
payable at such place or places whether within or without the State, may bear interest at such
rate or rates, maybe in such form and denominations and of such tenor and maturities, may
be in bearer form or in registered form as to principal and interest or as to principal alone,
reserve such rights to redeem at such price or prices and after such notice or notices and on
such terms and conditions, all as the Authority may determine and provide in the proceedings
under which such bonds and notes shall be issued.
The Authority may at the time of the issuance of such bonds and notes make such covenants
with the purchasers and holders of said bonds and notes as it may deem necessary to secure
and guarantee the payment of the principal thereof and the interest thereon, including but not
Ordinance 3018
Public Development Authority
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limited to: covenants to set aside adequate reserves to guarantee payment of principal end
interest; to appoint a trustee or trustees to safeguazd the expenditure of the proceeds of sale of
such bonds and notes and to take possession and use or operate and manage corporate assets
securing the bonds and notes in event of default or insolvency or the Authority, with such
powers as maybe contained in any covenants relating to the bonds and notes; and to limit the
amount, time, and conditions under which additional bonds and notes maybe issued or debts
incurred.
The Authority may pay expenses, premiums and commissions which it may deem necessary
in connection with the issuance and sale of its bonds and notes and take such other actions or
make such commitments as are necessary or convenient in the issuance and servicing of such
bonds and notes and as are consistent with this ordinance although not enumerated herein.
Section 17: Public Corporation. The Authority is a public corporation created pursuant
to RCW 35.21.730 through 35.21.755 as a separate legal entity from the City.
Section 18: Ancillary Authority. The City Manager or designee is granted all such power
and authority as reasonably necessary or convenient to enable him or her to administer this
ordinance efficiently and to perform the duties imposed in this ordinance or the Charter.
Section 19: Liberal Construction. This ordinance shall be liberally construed so as to
effectuate its purposes and the purposes of RCW 35.21.730 through 35.21.155.
If any provision of this ordinance or its application to any person or circumstance is
held invalid, the remainder of the ordinance, or the application of the provision to other
persons or circumstances, is not affected.
This ordinance shall take effect and be in force five days afrer the date of its
publication in the manner provided bylaw.
Adopted by the City Council of the City of Port Townsend, Washington, at a regular
meeting thereof, held this eighth day of September 2009.
Michelle Sandoval, ayor
Attesr:
~~~
Pamela Kolacy, MMC, City Cler
Approved as to Form:
J L_i~e ? ~ ~ --~
John P. Watts, City Attorney
Ordinance 3018 -Exhibit A
Pnb7zc Development Authority Charter
CHARTER OF PORT TOWNSEND
PUBLIC DEVELOPMENT AUTHORITY
Ordinance 3018 Exhibit A
Public Development Authority Charter
TABLE OF CONTENTS
Page
ARTICLE I NAME AND AUTHORITY SEAL ....................................................... 1
ARTICLE II AUTHORITY FOR PORT TOWNSEND PUBLIC DEVELOPMENT
AUTHORITY: LIMIT ON LIABILITY ................................................. 1
Section 1. Authority ................................................................................ 1
Section 2. Limitation on Liability ............................................................ 1
Section 3. Mandatory Disclaimer ............................................................ 1
ARTICLE III DURATION OF AUTHORITY .............................................................. 2
ARTICLE IV PURPOSE OF AUTHORITY ................................................................. 2
ARTICLE V POWERS OF AUTHORITY .................................................................. 4
ARTICLE VI LIMITS ON AUTHORITY POWERS .................................................... 6
ARTICLE VII ORGANIZATION OF AUTHORITY ..................................................... 8
Section 1. Board of Directors .................................................................. 8
Section 2. Tenure of Board Members ..................................................... 8
Section 3. Consecutive Absences ............................................................ 9
Section 4. Removal of Boazd Members .................................................. 9
Section 5. Vacancy on Board of Directors .............................................. 9
Section 6. Duties of Board Members ...................................................... 9
Section 7. Voting Requirements/Quorum ............................................... 10
Section 8. Right to Indemnification ........................................................ 11
Section 9. Conflict of Interest and Code of Ethics .................................. 12
ARTICLE VIII OFFICERS OF AUTHORITY ................................................................ 13
Section 1. Tenure of Officers .................................................................. 13
Section 2. Duties of Officers ................................................................... 13
Section 3. Incapacity of Officers ............................................................. 13
Section 4. Administration ....................................................................... 14
ARTICLE IX COMMENCEMENT OF AUTHORITY ............................................... 14
ARTICLE X BYLAWS ............................................................................................... 14
ARTICLE XI MEETINGS OF THE AUTHORITY ...................................................... 15
Ordinance 3018 -Exhibit A
Public Development Authority Charter
Section 1. Time and Place of Meetings ...................................... ............. 15
Section 2. Notice of Meetings .................................................... ............. 15
Section 3. Notice of Special Board Meetings ............................ ............. 15
Section 4. Waiver of Notice ....................................................... ............. 15
Section 5. Notice to City Council and City Manager ................. ............. 16
Section 6. Open Public Meetings ............................................... ............. 16
Section 7. Telephonic Participation ........................................... ............. 16
Section 8. Parliamentary Authority ............................................ ............. 16
Section 9. Minutes ..................................................................... ............. 17
ARTICLE XII CONSTIT UENCY ..................................................................... ............. 17
ARTICLE XIII AMENDMENTS TO CHARTER AND BYLAWS ................. ............. 17
ARTICLEXIV MISCELL ANEOUS ................................................................... ............. 19
Section 1. Geographic Limitation .............................................. ............. 19
Section 2. Safeguarding of Funds .............................................. ............. 19
Section 3. Public Records .......................................................... ............. 19
Section 4. Reports and Information; Audits ............................... ............. 19
Section 5. Dissolution ................................................................ ............. 20
Section 6. Nondiscrimination ..................................................... ............. 20
Section 7. Nonexclusive Charter ................................................ ............. 20
Section 8. Mayor or His or Her Designee ................................... ............. 20
Ordinance 3018-Exhibit A
Public Development Authority Charter
Page 1 ofJ9
CHARTER OF PORT TOWNSEND PUBLIC DEVELOPMENT AUTHORITY
ARTICLE I
NAME AND AUTHORITY SEAL
The name of this corporation shall be the "Port Townsend Public Development Authority"
(hereinafter referred to as the "Authority"). The corporate seal of the Authority shall be a
circle with the name of the Authority and the word "SEAL" inscribed therein.
ARTICLE II
AUTHORITY FOR PORT TOWNSEND PUBLIC DEVELOPMENT AUTHORITY:
LIMIT ON LIABILITY
Section 1. Authority.
The Authority is a public corporation organized pursuant to Ordinance No. 3018 of the City
of Port Townsend, Washington (the "City") adopted on September 8, 2009, as existing or as
hereinafter amended (the "Enabling Ordinance"), and pursuant to Revised Code of
Washington ("RCW") 35.21.730 through 35.21.755, as the same now exist or may hereafter
be amended, or any successor act or acts.
Section 2. Limitation on Liability.
All debts, obligations and liabilities incurred by the Authority shall be satisfied exclusively
from the assets and properties of the Authority and no creditor or other person shall have any
right of action against the City on account of any debts, obligations, or liabilities of the
Authority.
Section 3. Mandatory Disclaimer.
The following disclaimer shall be posted in a prominent place where the public may readily
see it in the Authority's principal and other offices. It shall also be printed or stamped on all
contracts, bonds, and other documents that may entail any debt or liability by the Authority.
Failure to display, print or stamp the statement required by this section shall not be taken as
creating any liability for the City.
Ordinance 3018 -F~hibit A
Public Development Authority Charter
Page 2 of ]9
The Port Townsend Public Development Authority is organized pursuant to Ordinance No.
3018 of the City of Port Townsend, Washington adopted on September 8, 2009, as existing or
as hereinafter amended, and RCW 35.21.730 through 35.21.755. RCW 35.21.750 provides as
follows: "[A]ll liabilities incurred by such Authority shall be satisfied exclusively from the
assets and properties of such Authority and no creditor or other person shall have any right of
action against the city, town, or county creating such Authority on account of any debts,
obligations or liabilities of such Authority."
ARTICLE III
DURATION OF AUTHORITY
The duration of this corporation shall be perpetual.
ARTICLE IV
PURPOSE OF AUTHORITY
The purpose of the Authority is to provide an independent legal entity under RCW
35.21.730-.755 and the Enabling Ordinance to undertake, assist with, otherwise facilitate, and
advocate for the following programs:
• Preservation of historic assets;
• Development, redevelopment, and preservation in perpetuity of affordable housing;
• Development, redevelopment, and preservation of public assets (including assets that
have been or may be surplused);
• Development, redevelopment and preservation of public places of special quality for
the purposes of maintaining commons for the public interest (as nominated by
Council);
• Such other projects or activities as may be designated by the City Council, and
• To perform any other function specified in the Enabling Ordinance or this charter.
Consistent with applicable law and utilizing all lawful means, the Authority shall also work
with for-profit and not-for-profit entities to facilitate and maximize private sector
participation in such projects.
Ordinance 3018 -Exhibit A
Public Development Authority Charter
Page 3 oj19
The work of the Authority shall be consistent with development plans and regulations
adopted by the City. Specific obligations and responsibilities of both the City and the
Authority maybe defined in one or more binding contractual agreements between them
providing for matters such as City support for Authority operations; delineation of Authority
priorities and tasks to be undertaken; and identification of procedures under which the
Authority will undertake redevelopment of City owned properties and, potentially, property
owned by others.
For the purpose of securing the exemption from Federal income taxation for interest on
obligations of the Authority, the Authority constitutes an authority and instrumentality ofthe
City (within the meaning of those terms in regulations of the United States Treasury and
rulings of the Internal Revenue Service prescribed pursuant to Section 103 and Section 145
of the Internal Revenue Code of 1986, as amended).
ARTICLE V
POWERS OF AUTHORITY
Except as otherwise limited by Washington State law, the Authority shall have all powers
necessary or convenient to effect the purposes for which the Authority is organized and to
perform authorized Authority functions, including without limitation the power to:
A. Own, lease, acquire, dispose of, exchange and sell real and personal property;
B. Contract for any Authority purpose with individuals, associations and corporations,
municipal corporations, any agency of the State government or its political subdivisions, and
the State, any Indian Tribe, and the United States or any agency or department thereof;
C. Sue and be sued in its name;
D. Lend its funds, property, credit or services, borrow money, or act as a surety or
guarantor for corporate purposes;
E. Do anything a natural person may do;
F. Perform and undertake all manner and type of community services and activities in
furtherance of the carrying out of the purposes or objectives of any program or project
heretofore or hereafter funded in whole or in part with funds received from the United States,
state, county, or other political entity, or any agency or deparhnent thereof, or any other
program or project, whether or not funded with such funds, which the Authority is authorized
to undertake by Federal or Washington State law, City ordinance, City resolution, by
agreement with the City, or as may otherwise be authorized by the City;
Ordinance 3018 -Exhibit A
Public Development Authority Charter
Page 4 of 19
G. Provide and implement such municipal services and functions as the Council may by
ordinance or resolution direct;
H. Transfer any funds, real or personal property, property interests, or services, with or
without consideration;
I. Receive and administer governmental or private funds, goods, or services for any
lawful public purpose;
J. Purchase, acquire, lease, exchange, mortgage, encumber, improve, use, manage, or
otherwise transfer or grant security interests in real or personal property or any interests
therein; grant or acquire options on real and personal property; and contract regarding the
income or receipts from real property;
K. Issue negotiable bonds and notes in conformity with applicable provisions of the
Uniform Commercial Code and Washington State law and Section i 5 of this Ordinance in
such principal amounts, as in the discretion of the Authority, shall be necessary or appropriate
to provide sufficient funds for achieving any corporate purposes; or to secure financial
assistance, including funds from the United States, a state, or any political subdivision or
agency of either for corporate projects and activities; provided, however, that all bonds and
notes or liabilities occurring thereunder shall be satisfied exclusively from the assets,
properties or credit of the Authority, and no creditor or other person shall have any recourse
to the assets, credit or services of the City thereby, unless the Council shall by resolution
expressly guarantee such bonds or notes;
L. Contract for, lease, and accept transfers, gifts or loans of funds or property from the
United States, a state, and any political subdivision or agency of either, including property
acquired by any such governmental unit through the exercise of its power of eminent domain,
and from corporations, associations, individuals or any other source, and to comply with the
terms and conditions therefor;
M. Manage, on behalf of the United States, a state, and any political subdivision or
agency of either, any property acquired by such entity through gift, purchase, construction,
Lease, assignment, default, or exercise of the power of eminent domain;
N. Recommend to appropriate governmental authorities public improvements and
expenditures for areas located within the City;
O. Recommend to the United States, a state, and any political subdivision or agency of
either, any property, owned or that could be acquired by the political entity, which, if
committed or transferred to the Authority, would materially advance the public purpose for
which the Authority is chartered;
Ordinance 3018-Exhibit A
Public Development Authority Charter
Page 5 of 19
P. Initiate, carry out, and complete such improvements of benefit to the public consistent
with its charter as the United States, a state, and any political subdivision or agency of either
may request;
Q. Recommend to the United States, a state, and any political subdivision or agency of
either such tax, financing, and security measures as the Authority may deem appropriate to
maximize the public interest in the City;
R. Provide advisory, consultative, training, educational, and community services or
advice to individuals, associations, corporations, or governmental agencies, with or without
charge;
S. Control the use and disposition of corporate property, assets, and credit;
T. Invest and reinvest its funds;
U. Fix and collect chazges for services rendered or to be rendered, and fix and collect
rents for properties or portions of properties leased, and establish the consideration for
property transferred;
V. Sponsor, lease, manage, construct, own, or otherwise participate in housing projects,
where such activity furthers the purpose for which the Authority is chartered;
W. Maintain books and records as appropriate for the conduct of its affairs;
X. Conduct corporate affairs, carryon its operations, and use its property as allowed by
law and consistent with this ordinance, its charter and its bylaws; designate agents and
engage employees, prescribing their duties, qualifications, and compensation; and secure the
services of consultants for professional services, technical assistance, or advice;
Y. Exercise and enjoy such additional powers as maybe authorized bylaw.
ARTICLE VI
LIMITS ON AUTHORITY POWERS
The Authority in all activities and transactions shall be limited in the following respects:
A. The Authority shall have no power of eminent domain nor any power to levy taxes or
special assessments.
Ordinance 3018 Exhibit A
Public Development Authority Charter
Page 6 of 19
B. The Authority may not incur or create any liability that permits recourse by any
contracting party or member of the public to any assets, services, resources, or credit of the
City.
C. No funds, assets, or property of the Authority shall be used for any partisan political
activity or to further the election or defeat of any candidate for public office; nor shall any
funds or a substantial part of the activities of the Authority be used for publicity or
educational purposes designed to support or defeat legislation pending before the Congress of
the United States, or the legislature or governing body of any political entity ;provided,
.however, that funds may be used for representafives of the Authority to communicate with
governmental entities concerning funding and other matters directly affecting the Authority,
so long as such activities do not constitute a substantial part of the Authority's activities and
unless such activities are specifically limited in its Charter.
D. All funds, assets, or credit of the Authority shall be applied toward or expended upon
services, projects, and activities authorized by its charter. No part of the net earnings of the
Authority shall inure to the benefit of, or be distributable as such to, the board members or
other private persons, except that the Authority is authorized and empowered to:
1. Reimburse Board Members, employees and others performing services for the
Authority reasonable expenses actually incurred in performing their duties, and
compensate employees and others performing services for the Authority a reasonable
amount for services rendered;
2. Assist board members or employees as members of a general class of persons
to be assisted by acorporate-approved project or activity to the same extent as other
members of the class as long as no special privileges or treatment accrues to such
board members or employees by reason of his or her status or position in the
Authority;
3. Defend and indemnify any current or former board member or employee and
their successors against all costs, expenses, judgments, and liabilities, including
attorneys' fees, reasonably incurred by or imposed upon him or her in connection with
or resulting from any claim, action, or proceeding, civil or criminal, in which he or
she is or maybe made a party by reason of being or having been a board member or
employee, or by reason of any action alleged to have been taken or omitted by him or
her in such position, provided that he or she was acting in good faith on behalf of the
Authority and within the scope of duties imposed or authorized by law. This power of
indemnification shall not be exclusive of other rights to which board members or
employees maybe entitled as a matter of law; and
4. Purchase insurance to protect and hold personally harmless any of its board
members, employees and agents from any action, claim, or proceeding instituted
against the foregoing individuals arising out of the performance, in good faith, of
Ordinance 3018 -Exhibit A
Public Devefopment Authority Charter
Page 7 of 19
duties for, or employment with, the Authority and to hold these individuals harmless
from any expenses connected with the defense, settlement, or monetary judgments
from such actions, claims, or proceedings. The purchase of such insurance and its
policy limits shall be discretionary with the board, and such insurance shall not be
considered to be compensation to the insured individuals. The powers conferred by
this subsection shall not be exclusive of any other powers conferred bylaw to
purchase liability insurance.
E. The Authority shall not issue shares of stock, pay dividends, make private distribution
of assets, make loans to its board members or employees or otherwise engage in business for
private gain.
ARTICLE VII
ORGANIZATION OF AUTHORITY
Section 1. Board of Directors.
The management of all Authority affairs shall reside in a Board of Directors. The Board shall
be composed of seven (7) members. All appointments to the Boazd shall be made by the City
Mayor and confirmed by the Ciry Council. Members should be civic or business leaders with
experience relevant to the purpose of the Authority in such fields as finance, corporate
management, real estate development, law, technology, or construction management.
Members are not required to be residents of the City. No member of the Authority Board of
Directors may be an official or employee of the City nor hold any elected office during his or
her term on the Board.
Section 2. Tenure of Board Members.
Board Members shall be appointed for three-yeaz terms, except as provided herein for the
initial Board Members. Except as otherwise provided herein, al] Board Members shall
continue to serve on the Boazd until a successor is appointed and confirmed in the same
manner as the initial appointments. The City Council shall divide the initial Board Members
into four classes, one class with one (1) member who shall serve an initial one-year term, one
class with two (2) members who shall serve an initial two-year term; one class with two (2)
members who shall serve an initial three-year term; and one class with two (2) members who
shall serve an initial four-year term. At the anniversary date of selection, the term of the
initial Boazd Member with aone-yeaz term shall expire, provided that he or she shall
continue in office until his or her successor is appointed by the City Mayor and confirmed by
the City Council. Successors shall serve three-year terms. This procedure shall continue
annually as to successive classes of Board Members with expiring terms so that at the
expiration of the term of appointment, a new class of Board Members shall take office,
provided that each person so selected shall hold office for the three-year term for which he or
Ordinance 3018 -Exhibit A
Public Development Authority Charter
Page 8 of L 9
she is selected and until his or her successor shall have been selected. There shall be no
restriction on Board Members serving successive terms. In making appointments, the City
Council may establish an expiration date of all members' terms to a date it deems convenient,
for example, December 31.
Section 3. Consecutive Absences.
Any Board Member who is absent for three (3) consecutive regular meetings without excuse
shall be deemed to have forfeited his or her position as Boazd Member.
Section 4. Removal of Board Members.
If it is determined for any reason that any or all of the Board Members should be removed,
with or without cause, the City Council may by resolution remove any or all Board Members.
Board Members removed pursuant to this section shall be provided notice of his or her
removal which shall be effective immediately. Any successor shall be selected in the same
manner as initial appointments and shall hold office for the unexpired term.
Section 5. Vacancy on Board of Directors.
A vacancy or vacancies on the Board of Directors shall be deemed to exist in case of the
death, disability, resignation, removal, or forfeiture of membership as provided herein.
Vacancies shall be filled for the unexpired term as soon as possible in the same manner as
initial appointments.
Section 6. Duties of Board Members.
1. A general or particular authorization or review and concurrence of the Board
by resolution shall be necessary for any of the following transactions:
a. Transfer or conveyance of an interest in real estate, other than release of a lien
or satisfaction of a mortgage after payment has been received, or the execution
of a lease for a current term less than one (1) year;
b. The contracting of debts, issuances of notes, debentures, or bonds, and the
mortgaging or pledging of corporate assets to secure the same;
c. To the extent permitted by Washington State law, donation of money, property
or other assets belonging to the Authority;
d. An action by Authority as a surety or guarantor;
e. All capital expenditures in excess of $50,000, and all other transactions in
which:
Ordinance 3018 -Exhibit A
Public Development Authority Charter
Page 9 of 19
i. The consideration exchanged or received by the Authority exceeds
$SO,OOQ
ii. The performance by the Authority shall extend over a period of one (1)
year from the date of execution of an agreement therefor, or
iii. The Authority assumes duties to the City, the State, the United States
or other governmental entity;
f. Any project or activity wholly or partially outside the limits of the City;
g. Adoption of an annual budget and a separate capital budget;
h. Certification of annual reports and statements to be filed with the City Finance
Director as true and correct in the opinion of the Board and of its members
except as noted;
i. Proposed amendments to this Charter or the Bylaws (except as otherwise
provided); and
2. Such other transactions, duties, and responsibilities asthis Charter shall repose
in the Board or require Board participation by resolution.
Section 7. Voting Requirements/Quorum.
1. Any resolution authorizing or approving an action described in Section 6 shall
require an affirmative vote of a majority of the Board Members voting on the issue;
provided, that such majority equals not less than one-third (1/3) of the Board's total
voting membership.
2. Four (4) voting members must be present at any regular or special meeting of
the Board to comprise a quorum, and for the Board to transact any business.
Proxy voting shall not be allowed.
4. Proposed amendments to this Charter and the adoption and amendment of
Bylaws shall require an affirmative vote of a majority of the Board's voting
membership representing two-thirds (2/3) of the Board Members voting on the issue
and not less than four (4) members, except as otherwise provided.
Section S. Right to Indemnification.
Each person who was, or is threatened to be made a party to or is otherwise involved
(including, without limitation, as a witness) in any actual or threatened action, suit, or
Ordinance 3018 -Exhibit A
Public Development Authortty Charter
Page 10 of 19
proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that
he or she is or was a Board Member or employee of the Authority, whether the basis of such
proceeding is alleged action in an official capacity as a director, trustee, officer, employee, or
agent, or in any other capacity, shall be indemnified and held harmless by the Authority to the
full extent permitted by applicable law as then in effect, against all expense, liability and loss
(including attorneys' fees, judgments, fines and amounts to be paid in settlement) actually
and reasonably incuned or suffered by such person in connection therewith, and such
indemnification shall continue as to a person who has ceased to be in such position and shall
inure to the benefit of his or her heirs, executors and administrators; provided, however, that
except as provided in this section, with respect to proceedings seeking to enforce rights to
indemnification, the Authority shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of Directors; provided, further, the
right to indemnification conferred in this section shall be a contract right and shall include the
right to be paid by the Authority the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that the payment of such expenses in
advance of the final disposition of a proceedings shall be made only upon delivery to the
Authority of an undertaking, by or on behalf of such person, to repay all amounts so advanced
if it shall ultimately be determined that such person is not entitled to be indemnified under
this section or otherwise.
Provided, further, that the foregoing indemnity shall not indemnify any person from or on
account of
Acts or omissions of such person finally adjudged to be intentional
misconduct or a knowing violation of law; or
2. Any transaction with respect to which it was finally adjudged that such person
personally received a benefit in money, property, or services to which such
person was not legally entitled.
If a claim under this section is not paid in full by the Authority within sixty (60) days
after a written claim has been received by the Authority, except in the case of a claim
for expenses incurred in defending a proceeding in advance of its final disposition, in
which case the applicable period shall be twenty (20) days, the claimant may at any
time thereafter bring suit against the Authority to recover the unpaid amount of the
claim and, to the extent successful in whole or in part, the claimant shall be entitled to
be paid also the expense of prosecuting such claim. The claimant shall be presumed to
be entitled to indemnification under this section upon submission of a written claim
(and, in an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition, where the required undertaking has
been tendered to the Authority), and thereafter the Authority shall have the burden of
proof to overcome the presumption that the claimant is so entitled. Neither the failure
of the Authority (including the Board of Directors or independent legal counsel) to
Ordinance 3018 -Exhibit A
Public Development Authority Charter
Page 1I of 19
have made a determination prior to the commencement of such action that
indemnification of or reimbursement or advancement of expenses to the claimant is
proper nor a determination by the Authority (including its Boazd of Directors or
independent legal counsel) that the claimant is not entitled to indemnification or to the
reimbursement or advancement of expenses shall be a defense to the action or create a
presumption that the claimant is not so entitled.
The right of indemnification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in this section shall not be
exclusive of any other right which any person may have or hereafter acquire under any
statute, provision of this Charter, Bylaws, any agreement, or otherwise.
The Authority shall maintain in full force and effect public liability insurance in an
amount sufficient to cover potential claims for bodily injury, death or disability and
for property damage, which may arise from or be related to projects and activities of
the Authority, its Board of Directors, staff and employees, naming the City as an
additional insured.
Section 9. Conflict of Interest and Code of Ethics.
Members of the Board of Directors, and the Authority staff shall be considered City officials
for the purpose of the City's Code of Ethics, chapter 2.80 of the Port Townsend Municipal
Code, including any amendments. Nothing prevents the Boazd from adopting a code of ethics
for the Authority, so long as its provisions supplement and are not inconsistent with the
City's code of ethics. If the Boazd adopts a code of ethics consistent with this section, the
City code of ethics continues to apply, as supplemented by the one adopted by the Board.
In addition, The Authority shall, by resolution, adopt policy for Board Members and
employees which shall require an individual annual disclosure statement that includes the
disclosure of any ownership of property within the Authority area. Any Board Member with
such ownership interest shall recuse himself or herself from participating in discussions,
deliberations, preliminary negotiations, and votes if such property is directly benefiting from
such action.
ARTICLE VIII
OFFICERS OF AUTHORITY
Section 1. Tenure of Officers.
The Boazd Members shall elect from among themselves the following Authority officers:
Chairperson, Vice Chairperson, Treasurer and Secretary. The Chairperson and the Treasurer
Ordinance 3018 -Exhibit A
Public Development Authority Charter
Page 12 oj19
may not be the same person. The Chairperson and the Vice Chairperson may not be the same
person. The term of any officer shall expire at such time as such officer's membership on the
Board ceases or terminates, or at such sooner time as the term of office expires and the office
has been filled by appointment or reappointment. The Authority may, under Article X of this
Charter, adopt Bylaws providing for additional officers, and, to the extent not inconsistent
with this Charter, may adopt Bylaws governing the offices and tenure of officers; the number
of positions, powers and duties, and term of each office; the manner of appointment,
selection, or election of office holders and the appointing, selection, or electing authority;
performance of duties of the office upon illness, death, incapacity, or absence of the officer;
the filling of vacancies; and any qualification for the office and conditions upon exercising its
powers.
Section 2. Duties of Officers.
The officers of the Authority shall have the duties as set forth in the Bylaws.
Section 3. Incapacity of Officers.
If the Treasurer or the Chairperson is incapacitated, another officer as provided for in the
Bylaws shall be authorized to perform such duties without further authorization. The
Treasurer is not authorized to perform the duties of the Chairperson, nor is the Chairperson
authorized to perform the duties of the Treasurer.
Section 4. Administration.
The Board may appoint, designate, employ, and remove an executive director of the
Authority and such other personnel as determined to be needed by the Board, who shall be
responsible to the Board for the administration of the affairs of the Authority as maybe
authorized from time to time by resolution of the Board. Employment shall be at-will. The
executive director maybe authorized or delegated by the Authority to: (i) supervise and be
responsible for the effective management of the administrative affairs of the Authority; (ii)
sign documents and contracts on behalf of the Authority; and (iii) perform such other duties
as delegated or assigned by the Board.
ARTICLE IX
COMMENCEMENT OF AUTHORITY
The Authority shall come into existence and be authorized to take action at such time as this
Charter is approved by the City Council and the initial Board Members constituting the
minimum number to transact business are appointed by the Mayor and confirmed by the City
Council, in accordance with Section 5 of the Enabling Ordinance.
Ordinance 3018 -Exhibit A
Public Development Authority Charter
Page 13 of l9
ARTICLE X
BYLAWS
The Authority shall adopt Bylaws to provide rules for governing the Authority and its
activities that are not inconsistent with this Charter. The adoption of the Bylaws and any
amendments thereto, require a vote of the Board Members as provided by Article VII Section
7(4) of this Charter. Among other things, the Authority shall provide in the Bylaws for the
following:
The creation of committees of the Authority and the responsibilities of any
such committee.
2. Suspension or removal of Authority officers and conditions which would
require such suspension or removal.
3. Establish the principal office of the Authority.
4. Any matters set forth in the Enabling Ordinance (and any other applicable City
ordinances) and not inconsistent with this Charter or not provided for herein.
In the event of any conflict between the Enabling Ordinance (and any other
applicable City ordinances) and this Charter, the Enabling Ordinance (and any
other applicable City ordinances) shall control.
ARTICLE XI MEETINGS OF THE AUTHORITY
Section 1. Time and Place oI Meetings.
Regular meetings of the Board shall beheld at least quarterly at a regulaz time and place to be
determined by the Board by resolution. At the last regular meeting of the calendar year, the
Board shall adopt a resolution specifying the date, time and place of regular meetings for the
upcoming calendaz year. A copy of the resolution shall be distributed in the same manner as
notice of special meetings is provided pursuant to Section 3 below. Special meetings of the
Boazd may be held at any place at any time whenever called by the Chairperson or a majority
of the Board Members.
Section 2. Notice of Meetings.
No notice of regular meetings shall be required, except for the first regular meeting after any
change in the time or place of such meeting adopted by resolution of the Boazd as provided
above. Notice of such changed regular meeting shall be given by the Chairperson or by the
person or persons calling the meeting by email or by personal communication over the
telephone to each Boazd Member least 24 hours prior to the time of the meeting or by at least
Ordinance 3018 -Exhibit A
Public Development Authority Charter
Page 14 of 19
three (3) days' notice by mail, telegram or written communication. If mailed, notice shall be
mailed by United States mail, postage prepaid, to the last known address of each Board
Member.
Section 3. Notice of Special Board Meetings.
Notice of all special meetings of the Board of Directors shall be given by the Chairperson or
by the person or persons calling the special meeting in accordance with RCW 42.30.080 by
delivering personally, by email or by mail written notice 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. The call and notice of all special meetings shall specify
the time and place of all special meetings and the business to be transacted. Final disposition
shall not betaken by the Board on any other matters at such special meetings. At any regular
meeting of the Boazd, any business maybe transacted and the Board may exercise all of its
powers.
Section 4. Waiver of Notice.
Notice as provided in Sections 2 and 3 hereof maybe dispensed with as to any member of the
Board who at or prior to the time the meeting convenes files with the Board of the Authority
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 XIII of this
Charter concerning proposed amendments to this Charter or Bylaws and votes on such
amendments, may not be waived.
Section 5. Notice to City Council and City Manager
Notice of all meetings and proposed agendas and minutes of all meetings of the Board shall
be given to the City Council (by delivering notice to the City Clerk), and City Manager (or
his or her designee) and filed with the City Clerk.
Section 6.Open Public Meetings.
All Board meetings, including executive, all other permanent and ad hoc committee
meetings, shall be open to the public to the extent required by chapter 42.30 RCW. The
Board and committees may hold executive sessions to consider matters enumerated in
chapter 42.30 RCW or privileged matters recognized bylaw, and shall enter the cause
therefor in its official journal. Notice of meetings shall be given in a manner consistent with
the Enabling Ordinance and chapter 42.30 RCW. In addition, the Authority shall provide
reasonable notice of meetings to any individual specifically requesting it in writing. At such
Ordinance 3018 -F,xhibit A
Public Development Authority Charter
Page I S of 19
meetings, any person shall have a reasonable opportunity to address the Board either orally or
by written petition.
Section 7. Telephonic Participation
Boazd Members may participate in a regulaz or special meeting through the use of any means
of communication by which all Board Members and members of the public participating in
such meeting can heaz each other during the meeting. Any Board Member participating in a
meeting by such means is deemed to be present in person at the meeting for all purposes
including, but not limited to, establishing a quorum.
Section 8. Parliamentary Authority.
The rules in the current edition of Robert's Rules of Order Newly Revised shall govern the
Authority in all cases to which they are applicable, where they are not inconsistent with this
Charter or with the special rules of order of the Authority set forth in the Bylaws.
Section 9. Minutes.
Copies of the minutes of all regulaz or special meetings of the Board shall be available to any
person or organization that requests them. The minutes of all Board meetings shall include a
record of individual votes on all matters requiring Board approval.
ARTICLE XII
CONSTITUENCY
There shall be no constituency of the Authority.
ARTICLE XIII
AMENDMENTS TO CHARTER AND BYLAWS
1. This Charter may be amended by the City Council to comply with changes in
Washington State law or to make this Charter consistent with the provisions of the
Enabling Ordinance as it maybe amended from time to time. Such amendments shall
be provided to the Board at least thirty (30) days' prior to the effective date of the
proposed amendment. Such amendments will not require Board approval. Notice of
any proposed amendment shall include the text of the amendment presented in a
format with strikes over material to be deleted and underline under new material and
shall be accompanied by a statement of its purpose and effect.
Ordinance 3018 Exhibit A
Public Development Authority Charter
Page 16 of 19
This Charter may also be amended by resolution of the Board subject to approval by
the Ciry Council as provided herein. Any Charter amendment adopted by resolution
of the Board must be consistent with the terms of the Enabling Ordinance, including
any amendments. Any Board member may propose an amendment to this Charter at
any meeting (regular or special) of which thirty (30) days' advance notice has been
given to each member of the Board, to each member of City Council and to the City
Manager for review and recommendations. Notice of any proposed amendment shall
include the text of the amendment presented in a format with strikes over material to
be deleted and underline under new material and shall be accompanied by a statement
of its purpose and effect. The City Council shall, within thirty (30) days of receipt of
the proposed amendment, make its decision concerning the acceptability or otherwise
of the proposed amendment.
If notice of a proposed amendment to this Charter is given as provided in the
preceding paragraph, and information including the text of the proposed amendment
and a statement of its purpose and effect, 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 Boazd may not vote on the
proposed amendment until the next regular Board meeting or special meeting of
which thirty (30) days' advance notice has been given. Germane amendments to the
proposed amendment within the scope of the original amendment will be permitted at
the meeting at which the vote is taken. Resolutions of the Board approving proposed
amendments to this Charter require an affirmative vote of Board Members as
provided in Article VII, Section 7 of this Charter, and approval by the City Council .
All amendments shall be issued duplicate originals, each signed by the Mayor and
bearing the City Seal attested by the City Clerk, at which time such amendment of this
Charter shall be effective. One original shall be filed by the Ciry Clerk and filed as a
public record. A duplicate original shall be delivered to the Authority.
The Board may also adopt a resolution proposing to the City Council a proposed
amendment to the Charter and/or the Enabling Ordinance.
2. Any Board Member may propose an amendment to the Bylaws (which may
consist of a new set of Bylaws) at any meeting (regular or special) of which thirty (30)
days' advance notice has been given to each Board Member and the Ciry Manager .
Notice of any proposed amendment shall include the text of the amendment presented
in a format with strikes over material to be deleted and underline under new material
and shall be accompanied by a statement of its purpose and effect. If notice of a
proposed amendment to this Charter is given as provided in the preceding paragraph,
and information including the text of the proposed amendment and a statement of its
purpose and effect, 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
Ordinance 3018 -Exhibit A
Public Development Authority Charter
Page 17 of 79
until the next regular Board meeting or special meeting of which thirty (30) days'
advance notice has been given. Germane amendments to the proposed amendment
within the scope of the original amendment will be permitted at the meeting at which
the vote is taken. As provided above, proposed amendments approved by the Board
require approval by the City Council.
Resolutions of the Authority approving amendments to the Bylaws by unanimous
vote maybe implemented at such time as selected by the Authority in the Resolution
without further action. Resolutions approving amendments to the Bylaws with less
than a unanimous vote cannot take effect until ten (10) days after filing with the City
Manager. The Chairperson of the Authority shall file such reso]ution within three (3)
days of its adoption. In any event, copies of the amendments shall be filed with the
City Clerk as a public record.
All amendments to Bylaws shall be consistent with this Charter, including any
amendments.
ARTICLE XIV
MISCELLANEOUS
Section 1. Geographic Limitation.
The Authority may conduct activities outside of the City upon determination by the Board
and the City Council that each such activity will further the purposes of the Authority,
subject, however, to the applicable limitations set forth in RCW 35.21.740.
Section 2. Safeguarding of Funds.
Authority funds shall be deposited in a qualified public depository as determined by the
Washington Public Deposit Protection Commission.
Section 3. Public Records.
The Authority shall maintain all of its records in a manner consistent with the Preservation
and Destruction of Public Records Act, chapter 40.14 RCW. The public shall have access to
records and information of the Authority to the extent as maybe required by applicable laws.
Section 4. Reports and Information; Audits.
Within three (3) months after the end of the Authority's fiscal year, the Authority shall file an
annual report with the City Manager and the City Council containing an audited statement of
assets and liabilities, income and expenditures and changes in the Authority's financial
Ordinance 3018 -Exhibit A
Public Development Authority Charter
Page 18 of 19
position during the previous year; a summary of significant accomplishments; alist of
depositories used; a projected operating budget for the current fiscal year; a summary of
projects and activities to be undertaken during the current yeaz; a list of a list of officers of
the Board; and a list of individuals that are bonded pursuant to Section 6 of the Enabling
Ordinance, and such other matters as the Authority shall deem appropriate.
The Authority shall, at any time during normal business hours and as often as the Mayor, the
Finance Director or the State Auditor deem necessary, make available to the Mayor, the
Finance Director and the State Auditor for examination all of the Authority's financial
records, and shall permit the Mayor, Finance Director and State Auditor to audit, examine
and make excerpts or transcripts from such records, and to make audits of all contracts,
invoices, materials, payrolls, records of personnel, conditions of employment and other data
relating to all the aforesaid matters.
Section 5. Dissolution.
Dissolution proceedings maybe initiated by the City Council or, if the Board makes an
affirmative fmding that dissolution is necessary or appropriate, the Boazd may adopt a
resolution requesting the City to dissolve the Authority. In either case, dissolution of the
Authority requires an affirmative finding of the City Council that dissolution is warranted.
The City Council shall make such affirmative finding in a resolution at or after the City
Council holds a public hearing, held with notice to the Authority and affording the Authority
a reasonable opportunity to be heard and present evidence. Notice of such public hearing
shall be given to the Authority at least thirty (30) days prior to the hearing.
If the Authority is dissolved, the Authority shall file a dissolution statement pursuant to
Section 11(B) of the Enabling Ordinance and assets of the Authority shall be distributed
pursuant to Section 11(C) of the Enabling Ordinance.
Section 6. Nondiscrimination.
The Authority, its employees, agents and subcontractors, if any, shall at all times comply with
any and all federal, state or local laws, ordinances, rules or regulations with respect to non-
discrimination and equal employment opportunity, which may at any time be applicable to
the City bylaw, contract or otherwise, including but not limited to all such requirements
which may apply in connection with employment or the provision of services to the public.
Specifically, the following matters or activities shall not be directly or indirectly based upon
or limited by age, race, color, religion, sex, national origin, honorably discharged veteran or
military status, sexual orientation, or the presence of any sensory, mental, or physical
disability or the use of a trained dog guide or service animal by a person with a disability:
Ordinance 3018 Exhibit A
Public Development Authority Charter
Page 19 of 19
1. Membership on the Board
2. Employment, including solicitation or advertisements for employees.
3. Provisions of services to and contracts with the public
Section 7. Nonexclusive Charter.
This Charter is nonexclusive and does not preclude the granting by the City of other charters
to establish additional public corporations pursuant to City ordinance.
Section 8. Mayor or His or Her Designee.
The term "Mayor" or his or her designee as used in this Charter shall mean the Mayor of the
City of Port Townsend, any successor official, and any other person authorized to act in his or
her stead.
This Charter is APPROVED this 8th day of September 2009.
Mayor, City of Port Townsend
ATTEST:
City Clerk
Ordinance 3018 Exhibit B
Public Development Authority Bylaws
Page 1 of 3
BYLAWS
OF
PORT TOWNSEND PUBLIC DEVELOPMENT AUTHORITY
ARTICLE I. MEMBERSHIP
Section 1.1 Board Tenure. Board tenure shall be determined by the Charter and City
Council appointment process.
Section 1.2 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 Authority's Charter.
ARTICLE II.OFFICERS AND COMMITTEES
Section 2.1 Officers Designated. The officers of the Board shall be a Chairperson, Vice
Chairperson, Treasurer and Secretary, each of whom shall be elected by the Board. Such
other officers and assistant officers as maybe deemed necessary maybe elected or appointed
by the Board. No person may simultaneously hold more than one office. In addition to the
powers and duties specified below, the officers shall have such powers and perform such
duties as the Board may prescribe.
Section 2.2 Election, Qualification and Term of Office. Each of the officers shall be
elected by the Board from among its members pursuant to the Charter. The officers shall be
elected by the Board at the first regular meeting after the term of new or reappointed Board
members commences each yeaz, for atwo-year term, and each officer shall hold office during
said two-yeaz term and until his or her successor is elected. The first officers of the Board
shall be elected by the Board at its original meeting.
Section 2.3 Powers and Duties. The officers of the Authority shall have the following
duties:
(a) Chairperson. Subject to the control of the Board, the Chairperson shall have
general supervision, direction and control of the business and affairs of the Authority.
On matters decided by the Authority, unless otherwise required pursuant to Ordinance
No. 3018 of the City of Port Townsend, Washington (the "City") adopted on
September 8, 2009 (the "Enabling Ordinance") or by the Charter, the signature of the
Chairperson alone is sufficient to bind the corporation.
(b) Vice Chairperson. The Vice Chairperson shall chair meetings in the absence
of the Chairperson. In the event the Chair resigns or is unable to serve, the Vice
Chairperson shall serve as Chairperson until a new Chairperson is elected.
Ordinance 3018 -Exhibit B
Public Development Authority Bylaws
Page 2 of 3
(c) Treasurer. The Treasurer shall receive and faithfully keep all funds of the
Authority and deposit same in such bank or banks as maybe designated by the Board.
The Treasurer shall discharge such other duties as prescribed by the Board. Before
taking office, the Treasurer shall file a bond in an amount determined by the
Authority with the Secretary of the Authority and shall continue in office only so long
as such bond continues in effect.
(d) Secretary. The Secretary shall keep or authorize others to keep a full and
complete record of the meetings of the Boazd, committees, when acting on behalf of
the Boazd, and to the extent they are separate, the meetings of the officers with
appropriate minutes; shall keep the seal of the Authority and affix the same to such
papers and such instruments as may be required in the regular course of business,
shall make service of such notices as may be necessary or proper, shall supervise the
keeping of the books and other records and ledgers and other written documents
comprising the business and purpose of the Authority, and shall discharge such other
duties as pertain to the office as prescribed by the Boazd.
Section 2.4 Removal From Office. Pursuant to the terms of the Charter and upon
reasonable prior notice to all Board Members of the alleged reasons for dismissal, the Boazd
by an affirmative vote of the majority of the Boazd Members may remove any officer of the
Board from his or her office whenever in its judgment the best interests of the Authority will
be served thereby.
Section 2.5 Vacancies. The Boazd shall fill any office which becomes vacant with a
successor who shall hold office for the unexpired term and until his or her successor shall
have been duly appointed and qualified.
Section 2.6 Disclosure Statement. Members of the Board of Directors, and the Authority
staff aze considered City officials for the purpose of the City's Code of Ethics, chapter 2.80 of
the Port Townsend Municipal Code, including any amendments.
In addition, the Authority shall, by resolution, adopt a policy for Board Members and
employees which shall require an individual annual disclosure statement that includes the
disclosure of any ownership of property within the Authority azea. Any Board Member with
such ownership interest shall recuse himself or herself from participating in discussions,
deliberations, preliminary negotiations, and votes if such property is directly benefiting from
such action.
All candidates for Boazd membership will be required to disclose any information concerning
actions or activities of the candidate or his/her immediate family that present a potential
conflict of interest as a Boazd Member.
Ordinance 3018-Exhibit B
Public Development Authority Bylaws
Page 3 of 3
Section 2.7 Reimbursement. The Board may reimburse Board Members, employees and
others performing services for the Authority reasonable expenses actually incurred in
performing their duties.
Section 2.8 Establishment of Committees. The Board may, by resolution, designate one
or more other committees, each consisting of one or mute members, to advise the Board or,
on matters other than those described in the Charter to act for and on behalf of the Board. The
designation of any such committee and the delegation thereto of authority shall not operate to
relieve any Board Member of any responsibility imposed by law.
Section 2.9 Executive Committee. The Board may constitute an Executive Committee of
the Authority. Except as provided in those provisions of Article VII, Section 6 of the Charter,
the Executive Committee shall have and exercise such powers of the Board as the Board shall
from time to time provide by resolution.
ARTICLE III. ADMINISTRATIVE PROVISIONS
Section 3.1 Books and Records. The Authority 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 3.2 Indemnification. The Authority elects to defend and indemnify its present
and former Board Members and employees and their successors, spouses, and marital
communities to the full extent authorized by law and the Charter. This right of
indemnification shall inure in perpetuity to each Boazd Member and employee, and his or her
spouse and marital community, commencing as soon as he or she has the full powers and
responsibilities of his or her position, 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 a Boazd Member
or employee of the Authority shall be deemed to do so in reliance upon such indemnification,
and such rights shall not be exclusive of any other right which he or she may have.
Section 3.3 Principal Office. The principal office of the Authority shall be Port
Townsend, Washington.
Section 3.4 Fiscal Year. The Fiscal Year of the Authority shall begin [January 1 ]and end
[December 31 ] of each year, except the first fiscal yeaz which shall run from the date the
Charter was issued to [December 31, 2008].
ARTICLE IV. APPROVAL OF BYLAWS
Approved by the Enabling Ordinance adapted by the City Council on September 8, 2009.