HomeMy WebLinkAbout3063 Rename and Revise Purposes of the PDA and approving Amended Charter Ordinance 3063
Public Development Authority
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Ordinance No. 3063
AN ORDINANCE OF THE CITY OF PORT TOWNSEND AMENDING ORDINANCE
NO. 3018 TO RENAME AND TO REVISE THE PURPOSES OF THE PUBLIC
CORPORATION CURRENTLY KNOWN AS THE CITY OF PORT TOWNSEND
PUBLIC DEVELOPMENT AUTHORITY, AND APPROVING AN AMENDED AND
RESTATED CHARTER
RECITALS:
A. Pursuant to RCW 35.21.730 through 35.21.755 and Ordinance No. 3018 adopted on
September 8, 2009 (the "Enabling Ordinance"), the City Council (the"Council") of
the City of Port Townsend, Washington (the "City") authorized the creation of a
public corporation known as the Port Townsend Public Development Authority(the
"Authority").
B. The Fort Worden State Park (the "Park") encompasses 434 acres within the City,
has more than a hundred historic buildings and is designated a National Historic
Landmark. The Park is unique in the State park system because it operates as a
State park and as a conference center. It offers over 68,000 square-feet of meeting
rooms and event spaces and hosts 350 to 400 conferences per year. The Park
attracts 1.5 million visitors to the City each year. These visitors contribute to a
vibrant local tourism economy.
C. The Park currently houses seventeen businesses and organizations and supports
over 200 employees. These businesses and organizations contribute over $10
million in revenues annually to the City. Accommodations within the Park also
contribute about one-third of the total hotel-motel taxes collected in the City.
D. The Park is readily accessible to residents of the City and Jefferson County and
other visitors and provides recreational opportunities and a spectacular place to
play, rest and enjoy its natural park setting.
E. A six-year planning process, supported with over $1 million in public and private
funds, has resulted in an adopted Long-range Plan for Fort Worden (2008) (the
"Plan") to transfonn the Park into a Lifelong Learning Center. The City has
participated in and provided in-kind support during the planning process. Hundreds
of City residents, visitors to the Park and residential partner organizations have been
involved in the planning process resulting in overwhelming support for the Lifelong
Learning Center vision at the Park.
F. As a Lifelong Learning Center, the Park is envisioned to provide space and house a
variety of tenants and groups that would offer residential and nonresidential
programs and classes involving, among others, performing and visual arts,
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environmental and natural resources, health and wellness, historic preservation,
woodworking and cultural history, and culinary arts. Individuals, small groups and
conferences would include people from all over the world seeking a variety of
educational opportunities offered at the Park within its spectacular setting.
G. The Plan was spearheaded and supported by the Washington State Parks and
Recreation Commission (the "Commission"). With extensive public outreach and
feedback, the guidance of two special advisory boards (in addition to the long-
standing Fort Worden Advisory Committee), and two nationally prominent
consulting teams, the Plan provides the direction to build a vital partnership
economy that will preserve and enhance the extraordinary resources of the Park for
generations to come.
H. As part of the adopted Plan, the Commission recognized that the State did not have
adequate resources to fully implement the Plan.' The Plan recommended that a new
management structure for the Park was needed to carry out the vision of a life-long
learning center. A task force was forined and recommended that a nonprofit
management entity was best suited to manage the Park. A Request for Letters of
Interest was publicized nationally and Centrum was the sole respondent. Centrum
was approved to negotiate terms with the Commission to serve as the new
managing entity for the Park upon completion of specific milestones.
1. In the Memorandum of Understanding ("MOU") adopted between the Commission
and Centrum in March of 2010, it was acknowledged that the City, represented by
the then newly-chartered Authority, would support Centrum in the development and
enactment of the long-range vision for the Park.
J. As a public corporation, the Authority is a goverinnent-owned entity that is
independent from the City but brings a special focus and entrepreneurial skills to a
project or special area.
K. Pursuant to the Enabling Ordinance, the original purpose of the Authority was to
rehabilitate and preserve historic buildings, create affordable housing, and manage
other public sites and assets providing public benefit to the residents and visitors of
the City. As part of its charter, the Authority was charged to help implement the
City's adopted economic strategy which identified the Park as one of three priorities
for long-teen sustainable economic growth in the City. Consistent with these
purposes, the Authority was directed by Council to facilitate and help implement
the MOU between the Commission and Centrum as one of its initial priority
proj ects.
L. For over a year, the Commission and Centrum, with the help of partners including
the Fort Worden Collaborative and the Friends of Fort Worden, in collaboration
with the Authority, worked to accomplish specific tasks and milestones set out in
the MOU. However, effects of the ongoing recession and the anticipated cuts in the
State budget, among other factors, led to the decision by the Centrum Board of
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Directors to not continue to serve as the lead on implementation of the MOU and to
not proceed on becoming the new nonprofit managing entity for the Park, but to
instead serve as a partner in the undertaking.
M. On January 27, 2011, the Fort Worden Area Park Manager (the "Park Manager")
presented to the Commission a progress report on the MOU with Centrum and a
letter written by Centrum stating its desire to transition out of its role as lead on the
implementation of the MOU. The Park Manager also stated there was expressed
interest in developing a working relationship by the Authority in the management of
the Park. The Commission authorized the Park Manager to begin conversations
with the Authority and to return to the Commission with a proposal at a future date.
N. On March 24, 2011, the Commission adopted a resolution directing the Director to
enter into discussion with the Authority to seek agreement on the proposal
submitted by the Authority with the understanding that the intended outcome will
be a request to the legislature during the 2011 session for language to facilitate the
Park becoming A Lifelong Learning Center.
O. During the 2011 legislative session, the City and representatives of the Authority
proposed new legislation for the long tenn lease or sale for a portion of, or all of,
the Park. This legislation was withdrawn in favor of working with key legislators to
obtain capital funding to support renovation of a building known as "Building 202"
as a higher educational facility at the Park.
P. The State financial situation resulted in the Legislature eliminating almost all
general fund support to State parks for their operations as well as significant
reductions in State support for capital improvements for facility maintenance and
rehabilitation. The Legislature approved a bill known as the "Discover Pass" to
create funding for State park operations. The "Discover Pass"program was passed
and took effect on July 1, 2011. Due to continued negative impacts to the State
budget, there may be more unintended adverse effects to the park system.
Q. The Discover Pass legislation mandates State Parks to require that all vehicles that
enter State parks have either an annual "Discover Pass" or a day pass alternative
unless their use is exempted from the fee. Implementation of the Discover Pass
may affect the accessibility of the Park by local residents and visitors and could
lead to parking impacts in adjacent neighborhoods where people park their vehicles
outside the Park gates in order to walk into the Park and avoid the vehicle-related
impact of the Discover Pass program.
R. The Discover Pass may also have unintended consequences on the financial
viability of programs offered by Centrum, the Marine Science Center, Madrona
Mind and Body and other partner organizations and businesses at the Park.
Reduced visitation to the Park may lead to reductions to the Park's overall budget,
which would have a significant effect on the City's local economy as well as the
sustainability of some of the Park partner organizations. State budget reductions
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could also stall efforts to implement the transition of the Park as a traditional state
park to an innovative Lifelong Learning Center.
S. Due to these pressing concerns, the Council finds that there is an urgent need to
transition to a shared management responsibility at the Park sooner than
anticipated. The Authority has expressed interest in undertaking this task, and has
been conducting its own due diligence and assessment to determine the impacts to
the Park and whether it should enter into negotiations with the Commission
regarding a long-terin lease or conveyance of property for the operation and
management for a portion of, or all of, the Park. The Authority's duties would
include developing the physical infrastructure of the site and forming partnerships
with businesses, non-profit groups, individuals and other entities with an interest in
operating programs in the Park.
T. The Authority is currently managed by a seven-person interim board of directors
(the"Board"). The members of the Board represent a variety of stakeholder
interests. The interim Board is supported by a technical team comprised of the Park
Manager, the City of Port Townsend Planning Director and City Manager, and a
part-time consultant.
U. On March 15, 2011, the Board passed a motion recommending that the Council
amend the Authority's charter to focus solely on the Park and to change the name of
the Authority to the"Fort Worden Public Development Authority." The Authority
has a strong interest in seeing the Park be transformed to a Lifelong Learning
Center, and is concerned about the potential impacts that the Discover Pass may
have on existing tenants' operations and programs as well as the effect it may have
on attracting new private and public investment to effectively implement a lifelong
learning center at the Park. hn addition, the Authority has identified Building 202 at
the Park as a priority project for its assistance.
V. Jefferson County is currently underserved with regards to higher education.
Peninsula College has demonstrated that there is significant demand to expand its
enrollment at the Fort Worden cannpus. In addition, Goddard College currently
offers two Masters of Fine Arts Programs at Fort Worden and intends to expand its
presence with the addition of a Bachelor of Arts program. Peninsula College is
partnering with Goddard College, and both of these institutions are actively
exploring the potential of including other educational providers to create a shared
learning higher education center in Building 202.
W. The success of this college center is critical to the future development of the Park as
a Lifelong Learning Center. The Legislature has allocated $4.37 million in State
capital dollars for the Building 202 project, and the City has set aside $500,000 to
assist with its redevelopment. This funding could be passed through to the
Authority to assist Peninsula College in the rehabilitation of Building 202.
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X. The Council accepts the Board's March 15, 2011 motion to amend the Authority's
charter to focus solely on the Park, and that this is necessary to implement the
Building 202 project. The Building 202 rehabilitation is seen as a catalyst project to
facilitate the goal of a Lifelong Learning Center. Among other things, the
Authority could help detennine appropriate lease terms with State Parks of the
"campus area" and provide local control in the day-to-day operation of Lifelong
Learning Center at the Park. The Authority would still be accountable to the State
for purposes of managing the Park, but would be more flexible and nimble in
promoting sustainable economic development and developing financially beneficial
partnerships. Authority management would be better suited to support the
operational and management requirements of a Lifelong Learning Center.
Authority management would also facilitate private investment and development
opportunities at the Park, help to achieve the higher education goals set out by the
Governor, and contribute more revenue to the City and State in terms of increased
business and occupation taxes, sales taxes and hotel/motel taxes generated from
new development at the Park.
Y. The Authority desires to begin assessing these options and to enter into a
cooperative management agreement with the Commission by July 1, 2013 or
another date agreed upon by the parties. This cooperative management agreement
would be complemented by a series of agreements negotiated between the parties
regarding the use, operation, management and development of State-owned
facilities and properties located within the Park.
Z. Under a lease or transfer agreement, it is envisioned that the Authority will accept
responsibility for providing certain public benefits and successfully transitioning the
Park to a self-sustaining center for life-long learning, generally consistent with the
Plan. Such progress shall include the realization of the goals of providing
meaningful programming for persons of all ages and abilities, undertaking or
leveraging the rehabilitation of historic structures located at the Park, and continued
use of the property by the public for park and recreation purposes.
AA. Based upon the foregoing, the Council has detennined that it is in the best interest
of the City, its residents, and the patrons of the Park to amend the purposes of the
Authority to focus on the implementation of a Lifelong Learning Center at the Park
as envisioned in the Plan.
BB. The Board has worked with technical staff and reviewed other tasks assigned to it
by the City Council, and reported to the City Council its recommendations at a City
Council meeting on January 10, 2011. In regards to the Customs House, the Board
determined that additional funding will be necessary to facilitate the project, and
recommended that additional funding be identified and if possible secured. The
City Manager is currently involved and developing a public/private partnership to
advance this effort. In regards to the Griffiths House, the property has been
purchased and will be restored by a private party consistent with the City's historic
preservation standards. In regards to the purpose in the Enabling Ordinance to
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create affordable housing, the Council determines that this purpose should be
pursued in other ways, including actions that the Council has already taken or that
are currently underway. These actions include: approving fee waivers for
affordable housing, identifying (following public hearing) properties owned by the
City that may be suitable for affordable housing; directing the City Manager to
work with housing providers on a project known as Discovery Way for an
affordable housing project; directing the City Manager to work with owners and
providers to reconfigure the Cherry Street property to establish buildable lots for
affordable housing; setting up a housing fund within the budget to better track
expenditures and revenues related to housing issues; and continuing the ongoing
work with HAPN (Housing Action Plan Network).
CC. The Council now desires to amend the Enabling Ordinance, to approve an Amended
Charter reflecting such refined purposes substantially in the forms attached hereto,
and to rename the Authority, all as set forth herein.
NOW, THEREFORE THE CITY OF PORT TOWNSEND DOES ORDAIN:
Section 1: Amendment to Enabling Ordinance.
(a) Amendment to Section 1(A) (Authority Created) of the Enabling Ordinance
(deletions are stricken, additions are double underlined)
Section 1: 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 manage, promote,
develop, secure funding, and enhance the Fort Worden State Park (the
including undertaking, assisting with, and otherwise facilitating the
implementation of a Lifelong Learning Center at the Park generally as envisioned
in the Fort Worden Long-range Plan (2008) adopted by the Washington State
Parks and Recreation Commission, including any amendments thereto. The
Authority will partner with organizations currently residing at the Park and other
private and nonprofit entities to accomplish the functions specified in its charter.
f4eilitat-P the
• Preservation fb ' t assets;
• Development, ede.`10 ._.,t and pr-eserwation in perpet„;t< of aff-e-dable
housifig
• Development, 1 „t and p seryatien of b,lie assets 14.,e1,, 7;,- - . etS
that have been or may be ,-,.1, oa by the City otl, goVe „t„1 entities);or-
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Gout
• Such other-projeets t' 'ties as may be designated by the Gity r,,,,nei n or-
(b) Amendment to Section I(B) ("Name") of the Enabling Ordinance(deletions are
stricken, additions are double underlined):
Section 1: B. Name. The name of the public corporation shall be the
"Fort Worden Lifelong Learning Center Public Development Authority"
Townsend Publie Development ^uthef ty" (hereinafter the "Authority"). The
Board may recommend a name change or a trade name for Council review and
approval. The corporate name shall take any forin approved by Council;
provided, however, the corporate name shall not (a) end with "incorporated,"
"company" or "corporation" or any abbreviation thereof or use the term "grange,"
"bank," "banking," "trust" or "savings" therein, or any combination of words that
are restricted from its usage by state law; or (b) adopt or appear deceptively
similar to the name of any corporation, existing or organized under the laws of the
state or authorized to transact business or conduct affairs in the state, or a
corporate name reserved or registered as perinitted by the laws of the state.
(c) Amendment to Section 2(K) ("Powers—Generally") of the Enabling Ordinance
(deletions are stricken, additions are double underlined):
K. Issue negotiable bonds and notes in conforinity with applicable provisions
of the Uniform Commercial Code and Washington State law and Seetio 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 City thereby, unless the
Council shall by resolution expressly guarantee such bonds or notes;
(d) Amendment to Section 6 ("Board of Directors; Officers") of the Enabling
Ordinance (deletions are stricken, additions are double underlined):
Section 6: Board of Directors; Nominating Committee; Officers. A board
consisting of no fewer than seven and no more than nine members (the "Board")
is hereby established to govern the affairs of the Authority. The Board Members
shall be appointed and serve their tenns as provided in this ordinance and in the
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Charter. The teens of the Board Members serving on the effective date of this
ordinance (the"Interim Board") shall expire when the new Board is appointed
using the process set forth below.
After the effective date of this ordinance, a nominating committee (the
"Committee") consisting of the current Board Chair, the Fort Worden Advisory
Committee Chair, the Executive Director, the Mayor and the Fort Worden Area
Park Manager (or their designees) shall be formed for the purposes of soliciting
candidates and interviewing potential initial Board Members to replace the
Interim Board. Committee members shall review the candidates (which may
include current members of the Interim Board) and rank them based on skill level,
experience relevant to the purposes of the Authority, and other qualifications
deemed appropriate by the Committee The Committee shall recommend
candidates and their initial terms to the Mavor for consideration. The Mayor shall
subsequently recommend candidates (which may include candidates other than
recommended by the Committee) and their initial terms to the Council for
approval or rejection. The Mayor and Council should give due consideration to
the recommendations of the Committee, but neither the Mayor or Council are
bound to accept the Committee's recommendations, and the Council may appoint
members whether or not recommended by the Committee. The Council, if it
appoints a member who was not recommended by the Committee, is not required
to ask for or receive a Committee recommendation on that appointment.
Except as otherwise provided herein, all members of the Interim Board shall
continue to serve on the Board until a successor is appointed and confirmed in the
same manner as the initial appointments Giving due consideration to the
recommendations from the Committee and the Mayor, the City Council shall
divide the Board Members selected pursuant to the preceding paragraph into four
classes, one class with two (2) members who shall serve an initial one-year term,
one class with two (2)members who shall serve an initial two-year teen; one
class with three (3)members who shall serve an initial three-year teen; and one
class with two (2)members who shall serve an initial four-year teen. At the
anniversary date of selection, the teen of the Board Members with a one-year
term shall expire provided that he or she shall continue in office until his or her
successor is nominated by the 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
tern for which he or she is selected and until his or her successor shall have been
selected. Subsequent appointments to the Board shall be made 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
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provided by law, this Enabling Ordinance (as it may be 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 detennined 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.
(e) Amendment to Section 12 ("Dissolution") of the Enabling Ordinance (deletions
are stricken, additions are double underlined):
Section 12: Dissolution.
A. The Authority may be dissolved for any reason by an affinnative finding
of the Council that dissolution is warranted. Dissolution proceedings maybe
initiated by the Council or, if the Board makes an affirmative finding that
dissolution is necessary or appropriate, the Board may adopt a resolution
requesting the City to dissolve the Authority. In either case, dissolution of the
Authority requires an affinnative finding of the Council that dissolution is
warranted. Such resolution shall state the reasons for the dissolution and make
such affirmative findings at or after the City Council holds a public hearing, held
with written notice to the Authority and the Board stating the reason for the
proposed dissolution and affording the Authority a reasonable opportunity to be
heard and respond to the proposed dissolution. Notice of such public hearing
shall be given to the Authority at least sixty(60) days prior to the hearing. The-
Gouneil shall make sueh affifmative finding in a resolution at or- after-the Goidneil
holds public hearing, helrl with notice to the Authofity and its Board.—
Dissolution 1, ll be aeeomplished as provided in the GhaftA and shall of take
effeet until pr-opef pfevision has been made for disposition of all Author-ity 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 perfonnance
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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 by law, 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, subject to any legal
requirements including contractual requirements, as detennined by the City
Council, after giving due consideration to first disposing of assets in the following
order of priority: (a) to an independent public or non-profit entity or private entity
in partnership with a public agency to fulfill the purposes for which the Authority
was chartered, or (b) to the City. State or other public agency. in the r;ty unless
assets of pr-opei4y to a qualified entity or- entities to falfill the ptir-poses for whieh
Section 2: Amended Charter. The Amended and Restated Charter, substantially in the form
attached hereto as Exhibit A is hereby approved.
Section 3: Affirmation. Except as hereby amended, the remaining terns and conditions of
the Enabling Ordinance are hereby ratified and confinned in all respects.
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.
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This ordinance shall take effect and be in force five days after the date of its publication
in the manner provided by law.
Adopted by the City Council of the City of Port Townsend, Washington, at a regular
meeting thereof, held this 19th day of September 2011.
Michelle Sandoval, Mayor
Attest: Approved as to Form:
Pamela Kolacy, MMC, City Clerk John P. Watts, City Attorney
Exhibit A
Amended Charter
TABLE OF CONTENTS
Page
ARTICLE I NAME AND AUTHORITY SEAL ....................................................... 1
ARTICLE II AUTHORITY FOR THE FORT WORDEN LIFELONG LEARNING
CENTERPUBLIC DEVELOPMENT
AUTHORITY: LIMIT ON LIABILITY ................................................ 1
Section1. 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 .................................................................. 3
ARTICLE VI LIMITS ON AUTHORITY POWERS ................................................... 6
ARTICLE VII ORGANIZATION OF AUTHORITY.................................................... 7
Section 1. Board of Directors.................................................................. 7
Section 2. Tenure of Board Members .................................................... 8
Section 3. Consecutive Absences............................................................ 8
Section 4. Removal of Board Members .................................................. 8
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 ....................................................... 10
Section 9. Conflict of Interest and Code of Ethics.................................. 12
ARTICLE VIII OFFICERS OF AUTHORITY................................................................ 12
Section 1. Tenure of Officers .................................................................. 12
Section 2. Duties of Officers................................................................... 13
Section 3. Incapacity of Officers............................................................. 13
Section 4. Administration ....................................................................... 13
ARTICLE IX COMMENCEMENT OF AUTHORITY ............................................... 13
ARTICLEX BYLAWS ............................................................................................... 13
ARTICLE XI MEETINGS OF THE AUTHORITY...................................................... 14
Exhibit A
Amended Charter
Section 1. Time and Place of Meetings................................................... 14
Section 2. Notice of Meetings................................................................. 14
Section 3. Notice of Special Board Meetings ......................................... 14
Section 4. Waiver of Notice.................................................................... 15
Section 5. Notice to City Council and City Manager.............................. 15
Section 6. Open Public Meetings ............................................................ 15
Section 7. Telephonic Participation ........................................................ 15
Section 8. Parliamentary Authority......................................................... 16
Section9. Minutes................................................................................... 16
ARTICLEXII CONSTITUENCY .................................................................................. 16
ARTICLE XIII AMENDMENTS TO CHARTER AND BYLAWS .............................. 17
ARTICLE XIV MISCELLANEOUS................................................................................ 18
Section 1. Geographic Limitation .......................................................... 18
Section 2. Safeguarding of Funds ........................................................... 18
Section 3. Public Records ....................................................................... 18
Section 4. Reports and Information; Audits............................................ 18
Section5. Dissolution ............................................................................. 19
Section 6. Nondiscrimination.................................................................. 19
Section 7. Nonexclusive Charter............................................................. 19
Section 8. Mayor or His or Her Designee............................................... 20
Exhibit A
Amended Charter
Page 1 of 20
AMENDED AND RESTATED CHARTER OF THE FORT WORDEN LIFELONG
LEARNING CENTERPUBLIC DEVELOPMENT AUTHORITY
ARTICLE I
NAME AND AUTHORITY SEAL
The name of this corporation shall be the "Fort Worden Lifelong Learning Center Public
Development Authority" (hereinafter referred to as the "Authority"). The corporate seal of the
Authority shall be a circle with the naive of the Authority and the word "SEAL" inscribed
therein.
ARTICLE II
AUTHORITY FOR THE FORT WORDEN LIFELONG LEARNING CENTERPUBLIC
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"), including any amendments thereto, and
pursuant to the Revised Code of Washington ("RCW") 35.21.730 through 35.21.755, as the saine
now exist or may hereafter be amended, or any successor act or acts. As used herein, "Enabling
Ordinance" means Ordinance No. 3018 and any amendments thereto.
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.
Exhibit A
Amended Charter
Page 2 of 20
The Fort Worden Lifelong Learning Center 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]11 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 to manage, promote,
develop, secure funding, and enhance the Fort Worden State Park (the "Park") including
undertaking, assisting with, and otherwise facilitating the implementation of a Lifelong Learning
Center at the Park generally as envisioned in the Fort Worden Long-range Plan (2008) adopted
by the Washington State Parks and Recreation Commission, including any amendments thereto.
As a Lifelong Learning Center, the Park is envisioned to provide space or house a variety of
tenants and groups that would offer both residential and non-residential programs and classes
involving, among others, performing and visual arts, environmental and natural resources, health
and wellness, historic preservation, woodworking and cultural history, and culinary arts.
Individual patrons, small groups and conference attendees would include people from all over
the world seeking a variety of educational opportunities offered at the Park.
The Lifelong Leaning Center vision provides the Park and resident and nonresident
organizations a unique and timely opportunity to develop an integrated economy, dramatically
increasing the overall capabilities through coordination, centralization, and consolidation of
marketing, fundraising and business management functions. The Authority will partner with
organizations currently residing at the Park and other public,private and nonprofit entities to:
• manage and lease buildings and property, including the Park or portions of the Park;
• lease or acquire real property;
• promote and brand the Park as a Lifelong Learning Center;
Exhibit A
Amended Charter
Page 3 of 20
• secure funding and financing to undertake the (re)development, construction and
maintenance of structures and facilities located at the Park;
• further the historic preservation goals of the Park through rehabilitation and reuse of
historic structures;
• continue public access to and enjoyment of the Park's resources, including through
management and operation of the Park or portions of the Park;
• facilitate private investment at the Park and create jobs to further the economic
development of the City and Jefferson County;
• recruit and attract new programming partners;
• further the development of sustainable programming through marketing, development of
shared services and infrastructure improvements; and
• enhance the Park as a significant heritage-based destination and attraction, providing
opportunities for cultural tourism and the appreciation and enjoyment of the natural,
cultural, and historic resources of the Park.
The Authority will develop the necessary agreements and partnerships for the use, operation,
management and development of State-owned facilities and properties located within the Park.
Under a lease or transfer agreement the Authority will accept responsibility for providing certain
public benefits and successfully transitioning the Park to a self-sustaining center for lifelong
learning, generally consistent with the 2008 Fort Worden Long-range Plan (including any
amendments thereto). The Authority will support the Fort Worden businesses and tenants in a
collaborative effort to preserve, enhance and operate the Park for public benefit through
education, resource development, advocacy, community identity, programs and sustainable
economic development.
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 of the
City (within the meaning of those teens 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).
Exhibit A
Amended Charter
Page 4 of 20
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. Perfonn 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;
H. Transfer any funds, real or personal property, property interests, or services, with or
without consideration;
I. Receive and administer governmental or private property, funds, goods, or services for
any lawful public purpose, including for the purpose of securing exemptions and/or providing
benefits or credits under Federal income taxation;
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;
Exhibit A
Amended Charter
Page S of 20
K. Issue negotiable bonds and notes in conformity with applicable provisions of the Uniform
Commercial Code and Washington State law and the Enabling 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 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;
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;
Exhibit A
Amended Charter
Page 6 of 20
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 may be authorized by law.
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.
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 representatives 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:
Exhibit A
Amended Charter
Page 7 of 20
1. Reimburse Board Members, employees and others performing services for the
Authority reasonable expenses actually incurred in perfonning 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 a corporate-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 fonner 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 by law. This power of indemnification shall not be
exclusive of other rights to which board members or employees may be 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 by law 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 not fewer than seven (7) and no more than nine (9) members. The number of Board
Members may be increased or decreased within that range from time to time by amendment of
Exhibit A
Amended Charter
Page 8 of'20
the Authority's Bylaws, provided that no decrease in the number of Board members shall have
the effect of shortening the term of any incumbent. Members of the initial Board shall be
nominated, selected and appointed as provided in the Enabling Ordinance. In the event of a
vacancy, the Board shall advertise the vacancy in the Port Townsend community in a method
detennined to be necessary by the Board (which may include advertising in a paper of general
circulation, posting the vacancy on the Authority's website, and/or other communication), and
solicit candidates for the position. The Board shall evaluate the candidates based on skill level,
experience relevant to the purposes of the Authority, and other qualifications deemed appropriate
by the Board. The Board shall recommend candidates to the Mayor and the City Council for
consideration. The Mayor and Council should give due consideration to the recommendations of
the Board, but neither the Mayor or Council are bound to accept the Board's recommendations,
and the Council may appoint members whether or not recommended by the Board. The Council,
if it appoints a member who was not recommended by the Board, is not required to ask for or
receive a Board recommendation on that appointment). All appointments shall be confirmed by
the City Council at a regular or special Council meeting after providing the opportunity for
public comment on the proposed nomination.
Members should have skills or experience relevant to the purposes of the Authority in such fields
as finance, corporate management, real estate development, business planning, marketing and
public relations, educational or cultural programming, hospitality and conference management,
law, technology, or construction management. Members are not required to be residents of the
City. No member of the Board of Directors may be an official or employee of the City nor hold
any elected or appointed public office (City or otherwise) during his or her term on the Board. A
member of the City Council may be appointed as a Council liaison to the Board, but shall not be
considered a member of the Board. A representative of Washington State Parks may be
appointed as a Park liaison to the Board, but shall not be considered a member of the board.
Section 2. Tenure of Board Members.
The Board Members shall be appointed for three-year terins, except as provided in the Enabling
Ordinance. Successors shall serve three-year tenns. 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, June 30.
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 Board Member.
Section 4. Removal of Board Members.
If it is determined by at least a majority of the Board that a Board Member should be removed
due to misfeasance or malfeasance or other reason while serving in his or her capacity as a Board
Member and such action is concurred in by a majority of the City Council, the City Council may
Exhibit A
Amended Charter
Page 9 of 20
by resolution remove such Board Member. If it is detennined 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. Such resolution shall state the reasons for the removal and
shall be considered by the City Council at or after the City Council holds a public hearing, held
with written notice to the Board Member(s) subject to the removal, stating the reason for the
removal and affording the Board Member(s) a reasonable opportunity to be heard and respond to
the proposed removal. Notice of such public hearing shall be given to the Board Member(s) at
least sixty(60) days prior to the hearing. Provided, nothing prevents the City Council from
immediately(without public hearing) suspending a Board Member's authority and ability to
participate in Board matters pending the public hearing, if the Council detennines such action is
warranted (for example, due to misfeasance or malfeasance).
Removal of Board Members pursuant to this section shall be effective immediately unless
otherwise provided in the resolution. 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:
i. The consideration exchanged or received by the Authority exceeds
$50,000,
ii. The performance by the Authority shall extend over a period of one (1)
year from the date of execution of an agreement therefore, or
Exhibit A
Amended Charter
Page 10 of 20
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 as this Charter shall repose in
the Board or require Board participation by resolution.
Section 7. Voting Requirements/Quorum.
I. 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. If the Board consists of seven (7) members (including vacancies, naively, there
are seven (7)board member positions even if one or more are vacant), 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. If the Board consists of eight (8) or
nine (9)members (including vacancies), five (5) 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.
3. Proxy voting shall not be allowed.
4. Proposed amendments to this Charter and the adoption and amendment of Bylaws
shall require an affnnative 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 while the Board consists of seven (7) members, and not less than five
(5) members while the Board consists of eight(8) or nine (9) members, except as
otherwise provided.
Section 8. 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 proceeding, whether
Exhibit A
Amended Charter
Page 11 of 20
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 incurred 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 detennined 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:
1. 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 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
Exhibit A
Amended Charter
Page 12 of 20
by the Authority(including its Board 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 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.
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 Board Members shall elect from among themselves the following Authority officers:
Chairperson, Vice Chairperson, Treasurer and Secretary. The Chairperson and the Treasurer 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 teen of office expires and the office has been
filled by appointment or reappointment. The Authority may, under Article X of this Charter,
Exhibit A
Amended Charter
Page 13 of 20
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; perfonnance 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. Nothing prevents the
Board from appointing Co-Chairpersons, or combining the offices of Chairperson and Vice
Chairperson into co-chairs.
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 perfonn
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 detenmined to be needed by the Board, who shall be responsible to
the Board for the administration of the affairs of the Authority as may be authorized from time to
time by resolution of the Board. Employment shall be at-will. The executive director may be
authorized or delegated by the Authority to: (1) 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 came into existence and was authorized to take action when the original Charter
was approved by the City Council and the initial Board Members constituting the minimum
number to transact business were appointed by the Mayor and confinned by the City Council, in
accordance with Section 5 of the Enabling Ordinance. This Amended and Restated Charter takes
effect on the effective date of Ordinance 3063 (approved September 19, 2011), which approves
this Amended and Restated Charter.
Exhibit A
Amended Charter
Page 14 of 20
ARTICLE X
BYLAWS
The Bylaws may be amended from time to time as provided herein to provide additional or
different 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:
1. 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 of Meetings.
Regular meetings of the Board shall be held at least quarterly at a regular time and place to be
detennined 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 calendar 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
Board 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 Board 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 Board Member least 24 hours prior to the time of the meeting or by at least 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.
Exhibit A
Amended Charter
Page 15 of 20
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 be taken by the
Board on any other matters at such special meetings. At any regular meeting of the Board, any
business may be transacted and the Board may exercise all of its powers.
Section 4.Waiver of Notice.
Notice as provided in Sections 2 and 3 hereof may be dispensed with as to any member of the
Board who at or prior to the time the meeting convenes files with the Board of the 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, proposed agendas, and minutes of all meetings to
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 by law, and shall enter the cause therefore 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 meetings, any person shall have a
reasonable opportunity to address the Board either orally or by written petition.
Exhibit A
Amended Charter
Page 16 of 20
Section 7. Telephonic Participation
Board Members may participate in a regular 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 hear 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 S. 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 regular 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 may be 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.
This Charter may also be amended by resolution of the Board subject to approval by the
City Council as provided herein. Any Charter amendment adopted by resolution of the
Board must be consistent with the terrns of the Enabling Ordinance, including any
amendments. Any Board member may propose an amendment to this Charter at any
Exhibit A
Amended Charter
Page 17 of 20
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 infonnation 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 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 City 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 City 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 until the next regular
Board meeting or special meeting of which thirty(30) days' advance notice has been
given. Gennane 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.
Exhibit
Amended Charter
Page 18 of 20
Resolutions of the Authority approving amendments to the Bylaws by unanimous vote
may be 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 resolution 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 inforination of the Authority to the extent as may be 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 position
during the previous year; a summary of significant accomplishments; a list 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 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.
Exhibit A
Amended Charter
Page 19 of 20
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, snake 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 may be initiated by the City Council or, if the Board makes an
affirmative finding that dissolution is necessary or appropriate, the Board 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 by resolution that dissolution is warranted. Such
resolution shall state the reasons for the dissolution and make such affinnative findings at or
after the City Council holds a public hearing, held with written notice to the Authority and the
Board stating the reason for the proposed dissolution and affording the Authority a reasonable
opportunity to be heard and respond to the proposed dissolution. Notice of such public hearing
shall be given to the Authority at least sixty(60) days prior to the hearing.
If the Authority is dissolved, the Authority shall file a dissolution statement pursuant to Section
12(B) of the Enabling Ordinance and assets of the Authority shall be distributed pursuant to
Section 12(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 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:
1. Membership on the Board
2. Employment, including solicitation or advertisements for employees.
3. Provisions of services to and contracts with the public
Exhibit A
Amended Charter
Page 20 of 20
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 S. 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 19"' day of September 2011.
Michelle Sandoval, Mayor
City of Port Townsend
ATTEST:
City Clerk `