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Chapter 4.25
Public Development AuthoritySections:
Article I. General Provisions
4.25.010 Creation – Purpose.
4.25.020 City Liability Limited.
4.25.030 Powers Generally.
4.25.040 Limitation on Powers.
4.25.050 Board of Directors.
4.25.060 Appointment of Directors.
4.25.070 Term of Directors.
4.25.080 Organizational Meeting.
4.25.090 Meetings.
4.25.100 Quorum.
4.25.110 Board Authorization or Concurrence Required.
4.25.120 Code of Ethics.
4.25.130 Fidelity Bonds.
4.25.140 Insurance.
4.25.150 Discrimination Prohibited.
4.25.160 Maintenance of Office and Records.
4.25.170 Audits and Inspections.
4.25.180 Deposit of Funds.
4.25.190 Reports.
4.25.200 Charter.
4.25.210 Effect of Charter.
4.25.220 Charter Amendment.
4.25.230 Bylaws.
4.25.240 Removal of Board.
4.25.250 Trusteeship.
4.25.260 Termination of Authority.
4.25.270 Dissolution of Authority.
4.25.280 Disposition of Assets upon Dissolution.
4.25.290 Tenure in Office.
4.25.300 Unauthorized Representation.
4.25.310 Administration of Chapter.
4.25.320 Definitions.
4.25.330 Construction.
Article II. Charter of the Public Development Authority
4.25.500 Name.
4.25.505 Seal.
4.25.510 Authority.
4.25.515 Limit on Liability.
4.25.520 Mandatory Disclaimers.
4.25.525 Duration.
4.25.530 Purpose.
4.25.535 Powers.
4.25.540 Indemnification.
4.25.545 Board Composition.
4.25.550 “Board Concurrence” and “Quorum” Defined.
4.25.555 Officers and Division of Duties.
4.25.560 Executive Committee.
4.25.565 Committees.
4.25.570 Board Meetings.
4.25.575 Open Public Meetings.
4.25.580 Parliamentary Authority.
4.25.585 Minutes.
4.25.590 Bylaws.
4.25.595 Proposals to Amend Charter and Bylaws.
4.25.600 Board Consideration of Proposed Amendments.
4.25.605 Vote Required for Amendments to Charter or Bylaws.
4.25.610 City Council Approval of Proposed Charter Amendments.
4.25.615 Commencement.
4.25.620 Dissolution.
4.25.625 Approval of Charter.
Article III. Bylaws of Public Development Authority
4.25.800 Existence – Bylaws.
4.25.805 Quorum.
4.25.810 Officers Designated.
4.25.815 Powers and Duties.
4.25.820 Removal.
4.25.825 Vacancies.
4.25.830 Establishment of Committees.
4.25.835 Executive Committee.
4.25.840 Regular Board Meetings.
4.25.845 Special Board Meetings.
4.25.850 Notice of Regular Board Meetings.
4.25.855 Notice of Special Board Meetings.
4.25.860 Waiver of Notice.
4.25.865 Notice to the City Council of the City of Spokane.
4.25.870 Books and Records.
4.25.875 Indemnification of Board Members.
4.25.880 Principal Office.
Article I. General Provisions
4.25.010 Creation – Purpose.
A public corporation, to be known as the “public development authority,” is hereby created to undertake, assist with and otherwise facilitate the following activities, all as authorized by RCW 35.21.730 through RCW 35.21.757:
A. to improve governmental efficiency, services and general living conditions within the city;
B. to administer and execute federal grants and programs and receive and administer federal funds;
C. to perform all manner and type of community services;
D. to provide and implement such municipal services and functions as the city council may direct;
E. to allow a character of community participation in appropriate municipal projects and activities that are, in practical effect, restricted by the organizational structure of city government;
F. to promote and implement historic preservation of districts included in the National Register of Historic Places.
[Ord. C29241 § 1; Passed: 11/7/1988]
4.25.020 City Liability Limited.
The public development authority is an independent legal entity exclusively responsible for its own debts, obligations and liabilities. All liabilities incurred by the authority shall be satisfied exclusively from the assets and credit of the authority. No creditor or other person may have any recourse to the assets, credit, or services of the City on account of any debts, obligations, liabilities, acts, or omissions of the authority.
[Ord. C29241 § 1; Passed: 11/7/1988]
4.25.030 Powers Generally.
Except as limited by the Constitution of the State of Washington, the Charter of the City of Spokane, or this chapter, the authority has and may exercise all lawful powers necessary or convenient to effect the purposes for which it is created and to perform authorized corporate functions, including, without limitation, the power to:
A. own and sell real and personal property;
B. contract for any corporate purpose with a government, individual, association, or corporation;
C. sue and be sued in its name;
D. lend and borrow funds;
E. do anything a natural person may do;
F. perform all manner and type of community services and activities;
G. provide and implement such municipal and community services and functions as the city council may by ordinance direct;
H. transfer any funds, real or personal property interests, or services;
I. receive and administer federal and private funds, goods, or services for any lawful public purpose;
J. purchase, lease, exchange, mortgage, encumber, improve, use, transfer and grant security interest in real or personal property;
K. grant or acquire options on real and personal property;
L. contract regarding income or receipts from real and personal property;
M. issue negotiable bonds and notes in conformity with applicable provisions of state law in such principal amounts as in the discretion of the board are necessary or appropriate to provide sufficient funds for achieving any purpose of the authority, upon the condition that:
1. all bonds and notes, and liabilities occurring thereunder, shall be satisfied exclusively from the assets, properties and credits of the authority, and
2. no creditor or other person may have any recourse to the assets, credit, or services of the City, unless the city council by ordinance expressly guarantee such bonds or notes;
N. contract for, lease and accept transfers, gifts and loans or funds and property from:
1. a government, including property acquired by any such governmental unit through the exercise of the power of eminent domain, and
2. a corporation, association, individual and any other source, and to comply with the terms and conditions therefor;
O. manage, on behalf of a government, any property acquired by such entity through gift, purchase, construction, lease, assignment, default, or exercise of the power of eminent domain;
P. recommend to appropriate governmental authorities public improvements and expenditures in areas of the city in which the authority by its charter has a particular responsibility;
Q. recommend to a government any property which, if committed or transferred to the authority, would materially advance the public purpose for which the authority is chartered;
R. initiate, carry out and complete such improvements of benefit to the public, consistent with its charter, as a government may request;
S. recommend to a government such tax, financing and security measures as the authority may deem appropriate to maximize the public interest in activities in which the authority by its charter has a particular responsibility;
T. lend its funds, property, credit and services for purposes of the authority, or act as surety or guarantor for such purposes;
U. provide advisory, consultative, training, educational and community services and advice to individuals, corporations, associations and governmental agencies, with or without charge;
V. control the use and disposition of property, assets, and credit of the authority;
W. invest and re-invest its funds;
X. fix and collect charges for services rendered or to be rendered and establish the consideration, if any, for property transferred;
Y. maintain books and records as appropriate for the conduct of its affairs;
Z. conduct its affairs, carry on its operations and use its property as allowed by law and consistent with this chapter, its Charter and its bylaws;
AA. name corporate officials, designate agents and engage employees, prescribing their duties, qualifications and compensation;
AB. secure the services of consultants for professional services, technical assistance and advice;
AC. identify and recommend to a government the acquisition by the appropriate governmental entity (for transfer to or use by the authority) property and property rights which, if so acquired, whether through purchase or the exercise of eminent domain, and so transferred or used, would materially advance the purpose for which the authority is chartered;
AD. own and acquire property and property rights by purchase, gift, devise, or lease for the construction, maintenance, or operation of off-street parking facilities, including the establishment and collection of parking fees and all other matter provided for in RCW chapters 35.86 and 35.86A;
AE. exercise and enjoy such other powers as may be authorized by law.
[Ord. C31810; Passed: 12/23/1996]
4.25.040 Limitation on Powers.
A. The authority has no power of eminent domain nor power to levy taxes or special assessments.
B. The authority may not incur or create any liability that permits recourse by any party or member of the public to any assets, services, resources, or credit of the City.
1. All liabilities incurred by the authority shall be satisfied exclusively from the assets and credit of the authority.
2. No creditor or other person may have any recourse to the assets, credit, or services of the City on account of any debt, obligation, liability, act, or omission of the authority.
C.
1. No funds, assets, or property of the authority may be used for any partisan political activity or to further the election or defeat of any candidate for public office.
2. No funds nor a substantial part of the activities of the authority may be used for publicity or educational purposes designed to support or defeat legislation pending before the Congress of the United States, or the Legislature of the State of Washington, or the city council.
3. Notwithstanding subsections (1) and (2) of this section, funds may be used for representatives of the authority to communicate with members of Congress, state legislators and city council members concerning funding and other matters directly affecting the authority, so long as such activities:
a. do not constitute a substantial part of the authority’s activities; and
b. are not specifically limited in its charter.
D. All funds, assets and credit of the authority must be applied toward or expended upon services, projects and activities authorized by its charter. No part of the net earnings of the authority may inure to the benefit of, or be distributable as such to, its directors or officers or other private persons; except the authority is authorized and empowered to:
1. compensate its officials and others performing services for the authority, including legal counsel, a reasonable amount for services rendered and reimburse reasonable expenses actually incurred in performing their duties.
2. assist its officials, as members of a general class of persons to be assisted by an authority-approved project or activity, to the same extent as other members of the class as long as no special privilege or treatment accrues to such official by reason of status or position in the authority.
3. defend and indemnify any current or former director or employee, and spouse and marital community thereof, against all costs, expenses, judgments and liabilities, including attorney’s fees, reasonably incurred by or imposed upon such director or employee in connection with or resulting from any claim, action, or proceeding, civil or criminal, by reason of being or having been an official of the authority, or by reason of any action alleged to have been taken or omitted by him or her as such official, so long as the official was acting:
a. in good faith on behalf of the authority; and
b. within the scope of duties imposed or authorized by law.
4. purchase insurance to protect and hold personally harmless any of its officials (including 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 expense connected with the defense, settlement, or monetary judgment from such action, claim, or proceeding.
5. sell assets for a consideration greater than their reasonable market value or acquisition cost, charge more for services that the expense of providing them, or otherwise secure an increment in a transaction, or carry out any other transaction or activity, as long as gain is not the principal object or purpose of the authority’s transaction or activity and the gain is applied to or expended upon services, projects and activities as aforesaid.
E. The authority may not issue shares of stock, pay dividends, make private distributions of assets, make loans to its directors or employees, or otherwise engage in business for private gain.
[Ord. C29241 § 4; Passed: 11/7/1988]
4.25.050 Board of Directors.
A. A board of directors is hereby established to govern the affairs of the authority. All corporate powers are exercised and the business, property and affairs are managed by or under the direction of the board, except as may be otherwise provided by law or in the charter.
B. The board of directors consists of five members.
[Ord. C31810; Passed: 12/23/1996]
4.25.060 Appointment of Directors.
A. Except for the initial board of directors, members of the board of directors are appointed as provided in the charter.
B. Board membership may not directly or indirectly be based upon or limited by creed, age, race, color, religion, sex, national origin, marital status, or the presence of any sensory, mental, or physical handicap, unless such limitation is necessary for the performance of the role and no less-discriminatory alternatives are available.
C. No person nominated for membership will be eligible to serve until he or she has been confirmed by motion of the city council.
D. A vacancy on the board because of death, resignation, removal, disqualification, or any other cause, is filled for the remainder of the term in the manner prescribed in the charter for the position vacated.
[Ord. C29241 §§ 15, 16; Passed: 11/7/1988]
4.25.070 Term of Directors.
A. Except for the initial directors the members of the board of directors serve a term of three years, or until their successor is nominated and confirmed as provided in this chapter, subject to removal and termination as provided in SMC 4.25.240 and 4.25.260. Terms of office are staggered in the manner provided in the charter.
B. Directors may be reappointed to serve consecutive terms.
[Ord. C29241 §§ 16, 20; Passed: 11/7/1988]
4.25.080 Organizational Meeting.
Within thirty days of issuance of the charter the mayor is to call an organizational meeting of the initial directors, giving at least three days’ advance written notice to each, unless waived in writing. At such meeting the board will organize itself and select the place of business.
[Ord. C32755; Passed: 12/4/2000]
4.25.090 Meetings.
A. The board meets at least six times each year. Special meetings may be called as provided in the charter, the bylaws, or the Open Public Meetings Act (RCW chapter 42.30).
B. The board is a governing body of a public agency as defined in RCW 42.30.020 and all meetings of the board are held and conducted in accordance with RCW chapter 42.30.
C. All board meetings, including executive meetings, and all other permanent and ad hoc committee meetings are open to the public to the extent required by RCW chapter 42.30. The board and its committees may hold executive sessions to consider matters enumerated in RCW chapter 42.30, or privileged matters recognized by law, but must enter the cause therefor upon its official journal.
[Ord. C29241 § 18; Passed: 11/7/1988]
4.25.100 Quorum.
Subject to the provisions of this section, the charter or bylaws establish the requirements for a quorum. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board so long as:
A. The quorum to commence the meeting was at least a majority of the voting membership, and
B. The affirmative vote of a majority of the directors voting to authorize or approve an action of the board described in this chapter comprises at least one-third of the voting membership.
[Ord. C29241 § 19; Passed: 11/7/1988]
4.25.110 Board Authorization or Concurrence Required.
A. At least quarterly the board reviews monthly statements of income and expense which compare budgeted expenditures with actual expenditures. The board reviews all such information at regular meetings, the minutes of which specifically note such reviews and include such information.
B. General or particular authorization or review and concurrence of the board by resolution is necessary for any of the following transactions:
1. transfer or conveyance of an interest in real estate other than:
a. release of a lien or satisfaction of a mortgage after payment has been received; and
b. execution of a lease for a current term less than one year;
2. contracting of debts, issuance of notes, debentures, or bonds and mortgaging or pledging of authority assets or credit to secure the same;
3. donation of money, property, or other assets belonging to the authority;
4. action by the authority as a surety or guarantor;
5. capital expenditures in excess of twenty-five thousand dollars and all other transactions in which:
a. the consideration exchanged or received by the authority exceeds the greater of:
i. one percent of the previous year’s operating budget, or
ii. twenty-five thousand dollars;
b. performance by the authority extends over a period exceeding one year from the date of execution of an agreement therefor; or
c. the authority assumes duties to the City, the State, the United States, or other governmental entity;
6. any substantial project or major activity outside the limits of the city;
7. adoption of an annual budget and a separate capital budget;
8. certification of annual reports and statements to be filed with the city clerk as true and correct in the opinion of the board and of its members except as noted;
9. proposed amendments to the charter and bylaws; and
10. such other transactions, duties and responsibilities as the charter shall repose in the board or the board may reserve.
[Ord. C29241 § 9; Passed: 11/7/1988]
4.25.120 Code of Ethics.
A. Except as provided in this section, a director or employee of the authority may not participate in a decision of the authority in which that person or a member of that person’s immediate family has a financial interest, unless the financial interest is a remote financial interest and participation is approved under subsection (B) of this section.
B.
1. A director or employee may participate in a decision when that person or a member of that person’s immediate family has only a remote financial interest if:
a. the fact and extent of the interest is disclosed to the board in a public meeting, and
b. is noted in the minutes of the board before any participation by that person in the decision, and
c. thereafter, in a public meeting the board by vote authorizes or approves the participation. If the person whose participation is under consideration is a director, that person may not vote under this subsection.
2. For purposes of this subsection “remote financial interest” means that of:
a. a nonsalaried officer or director of a nonprofit corporation,
b. an employee or agent of a contracting party where the compensation of the employee or agent consists entirely of fixed wages or salary and the contract is awarded by bid or by other competitive process,
c. a landlord or tenant of a contracting party, except in cases where the property subject to the lease or sublease is owned or managed by the authority,
d. a holder of less than one percent of the shares of the corporation or cooperative that is the contracting party, or
e. an owner of a savings and loan or bank savings or share account or credit union deposit account if the interest represented is less than two percent of the total deposits held by the institution.
C. A director or employee is not considered to be financially interested in a decision when the decision could not affect that person in a manner different from its effect on the public.
D. For purposes of this section the phrase “participation in a decision” includes all discussions, deliberations, preliminary negotiations and votes.
E. The board may adopt such additional conflict of interest and ethical rules as it considers appropriate.
[Ord. C29241 § 14; Passed: 11/7/1988]
4.25.130 Fidelity Bonds.
Each official of the authority responsible for handling accounts and finances must file as soon as practicable with the authority a fidelity bond in an amount determined by the authority to be adequate and appropriate, and may hold office only so long as such bond continues in effect.
[Ord. C29241 § 13; Passed: 11/7/1988]
4.25.140 Insurance.
The authority maintains 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, naming the City as an additional insured.
[Ord. C29241 § 30; Passed: 11/7/1988]
4.25.150 Discrimination Prohibited.
To ensure equality of employment opportunity the authority does not discriminate in any matter related to employment because of creed, age, race, color, religion, sex, national origin, marital status, or the presence of any sensory, mental, or physical handicap, unless such limitations are necessary for the performance of the job and no less-discriminatory alternatives are available. The authority, in all solicitations and advertisements for employees, will state that all qualified applicants will receive consideration for employment without regard creed, age, race, color, religion, sex, national origin, marital status, or the presence of any sensory, mental, or physical handicap, unless such limitations are necessary for the performance of the job and no less-discriminatory alternatives are available.
[Ord. C29241 § 15; Passed: 11/7/1988]
4.25.160 Maintenance of Office and Records.
A. The authority:
1. maintains a principal office at a location within the limits of the city,
2. files and maintains with the city clerk:
a. a current listing of all authority officials and their positions, home addresses and business and home phone numbers,
b. the address of its principal office and of all other offices used by it, and
c. a current set of its bylaws,
3. maintains all of its records in a manner consistent with the state law on preservation and destruction of public records (RCW chapter 40.14),
4. keeps an official journal containing the minutes of proceedings at all meetings of the board and the resolutions of the board.
B. Any person has access to records and information of the authority to the extent required by state law.
[Ord. C29241 §§ 17, 22; Passed: 11/7/1988]
4.25.170 Audits and Inspections.
A. The authority:
1. at any time during normal business hours and as often as the mayor, city council, or state auditor deems necessary, makes available to the mayor, city council and State Auditor for examination all of its financial records; and
2. permits those officials:
a. to audit, examine and make excerpts and transcripts from such records, and
b. to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all the aforesaid matters.
B. The mayor, city council and State Auditor have no right, power, or duty to supervise the daily operations of the authority but oversee such operations only through their powers to audit, modify the charter and bylaws and remove directors, all as set forth in this chapter, all for the sole purpose of correcting any deficiency and assuring that the purposes of the authority are reasonably accomplished.
[Ord. C32755; Passed: 12/4/2000]
4.25.180 Deposit of Funds.
All moneys belonging to or collected for the use of the authority coming into the hands of any director or employee are deposited in a qualified public depository as determined by the Washington Public Deposit Protection Commission. Such moneys may be invested at the discretion of the board, by resolution, in investments which would be lawful for the investment of City funds.
[Ord. C29241 § 21; Passed: 11/7/1988]
4.25.190 Reports.
The authority will within three months after the end of its fiscal year file with the city clerk, city council and mayor:
A. an annual report containing a certified statement of assets and liabilities, income and expenditures, and changes in its financial position during the previous year;
B. a summary of significant accomplishments;
C. a list of depositories used;
D. a projected operating budget for the current fiscal year;
E. a summary of projects and activities to be undertaken during the current year;
F. a list of authority officials and officials bonded pursuant to SMC 4.25.130.
[Ord. C32755; Passed: 12/4/2000]
4.25.200 Charter.
A. The charter of the public development authority of the City of Spokane, set forth in article II of this chapter, is hereby approved.
B. The city clerk is directed to issue duplicate originals, each attested by the official seal of the City, one to be retained by the clerk as an official record and one to be provided to the authority.
C. The city clerk is directed to give notice of the issuance of the charter to the Washington Secretary of State and, upon request, to furnish a copy of this chapter.
[Ord. C29241 § 5; Passed: 11/7/1988]
4.25.210 Effect of Charter.
The authority commences its existence effective upon issuance of its charter. Except as against the State of Washington or the City in a proceeding to cancel or revoke the charter, delivery by the city clerk of the duplicate original charter to the authority conclusively establishes that the authority has been created in compliance with the procedures of this chapter. The authority conducts its affairs in accordance with the charter.
[Ord. C29241 § 6; Passed: 11/7/1988]
4.25.220 Charter Amendment.
A. The authority may propose to the city council, by resolution of its board passed by a procedure outlined in the charter at a regular or special meeting of which thirty days’ advance written notice was given, that its charter be amended.
B. When required by law, the authority shall propose to the city council an amendment to the authority’s charter that will conform with said law. As necessary and appropriate the city council may amend the authority’s charter.
C. Information regarding a proposed charter amendment, including the proposed amendment and a statement of its purpose and effect, is to be provided to members of the board two weeks prior to the meeting at which a vote will be taken.
D. After adoption of a proposed charter amendment by the authority’s board of directors, the authority files three complete copies of the charter with the city clerk. One copy is in the format that strikes over material to be deleted and underlines new material. If the city council approves the proposed amendment, the revised charter is issued in duplicate originals, each bearing the City’s official seal and attestation by the city clerk. One original and the underlined and overstricken copy are retained by the city clerk as a public record and the other original is delivered to the authority. A charter amendment proposed by the authority takes effect and becomes a part of the charter upon issuance of the revised charter by the city clerk.
E. The charter can be amended only by ordinance.
[Ord. C29241 §§ 10, 11; Passed: 11/7/1988]
4.25.230 Bylaws.
A. The initial bylaws of the authority, incorporated as article III, are hereby approved. The power to alter, amend, or repeal the bylaws and adopt new ones is vested in the board unless otherwise provided in the charter or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of the authority not inconsistent with law or the charter.
B. An amendment to the bylaws does not take effect until ten days after filing of the same with the city clerk unless such amendment has been passed by unanimous vote of the board and an earlier effective date has been set.
C. As necessary and appropriate the city council may amend the authority’s bylaws by ordinance.
[Ord. C29241 § 12; Passed: 11/7/1988]
4.25.240 Removal of Board.
If it be determined for any reason that any or all of the directors should be removed from office, after a full public hearing and after selection of appropriate replacements by the mayor and city council pursuant to this section, the city council may by ordinance remove any or all voting directors from office. The term of any director removed pursuant to this section expires when the removal ordinance takes effect. Vacancies created under this section are filled in the same manner as provided in the charter for filling vacancies created upon the regular expiration of terms. The term of any director nominated and confirmed pursuant to this section begins at the expiration of the term of the director being replaced and continues until the regular expiration of the term of the position being filled.
[Ord. C32755; Passed: 12/4/2000]
4.25.250 Trusteeship.
A. If it be determined for any reason that a trusteeship should be imposed over the authority, the City, by ordinance, after a public hearing held with notice to the authority, may petition the superior court to impose a trusteeship over the authority and to appoint the trustees therefor.
B. The trustees appointed by the superior court shall take such actions as necessary during the trusteeship to reasonably achieve the object thereof. The trustees shall have the power and authority to:
1. reorganize the authority and recommend amendment of its charter and/or its bylaws;
2. suspend and/or remove authority officials and manage the assets and affairs of the authority; and
3. exercise any and all authority powers as necessary or appropriate:
a. to fulfill outstanding agreements,
b. to restore the capability of the authority to perform the functions and activities for which it is chartered,
c. to reinstate its credit or creditability with its creditors or obligees, and
d. if so authorized by the superior court, to oversee its dissolution.
[Ord. C29241 § 25; Passed: 11/7/1988]
4.25.260 Termination of Authority.
If the city council makes an affirmative finding that termination is warranted for any reason, the existence of the authority may be terminated by ordinance at or after a public hearing held with notice to the authority affording it a reasonable opportunity to be heard and to present testimony.
[Ord. C29241 § 27; Passed: 11/7/1988]
4.25.270 Dissolution of Authority.
A. Upon passage of an ordinance by the city council for termination of the authority, or upon adoption of a resolution by the authority for its own dissolution, the authority shall file a dissolution statement setting forth:
1. its name and principal office;
2. its debts, obligations and liabilities, including conditions of grants and donations, and the property and assets available to satisfy the same; 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 and contingent liabilities;
4. the board’s resolution providing for such dissolution and the dates and proceedings leading toward its adoption, if such dissolution is voluntary; and
5. a list of persons to be notified upon completion of dissolution.
B. The mayor shall review the statement filed and oversee the dissolution to protect the public interest, 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 mayor shall indicate such dissolution by inscription of “Charter Canceled” on the original charter of the authority on file with the city clerk and, when available, on the duplicate original of the authority, and the existence of the authority will cease. The city clerk will give notice thereof to the secretary of state and other persons requested by the authority in its dissolution statement.
[Ord. C32755; Passed: 12/4/2000]
4.25.280 Disposition of Assets Upon Dissolution.
Upon dissolution of the authority and the winding up of its affairs the city council may provide for the transfer of the rights, assets and property of the authority to a qualified entity or entities which will fulfill the purposes for which the authority was chartered. Otherwise title to all remaining property and assets of the authority vests in the City of Spokane upon the dissolution of the authority.
[Ord. C29241 § 29; Passed: 11/7/1988]
4.25.290 Tenure in Office.
Any director of employee may be removed from any office or position in such manner as the charter or bylaws prescribe. Upon removal from an office or position, or upon the abrogation or extinction thereof, such director or employee shall have no power of office.
[Ord. C29241 § 20; Passed: 11/7/1988]
4.25.300 Unauthorized Representation.
All persons who assume to act for the authority without actual authority to do so are liable for the debts and liabilities incurred or arising as a result thereof.
[Ord. C29241 § 31; Passed: 11/7/1988]
4.25.310 Administration of Chapter.
The mayor and city clerk are granted all such power and authority as reasonably necessary or convenient to enable them to administer this chapter efficiently.
[Ord. C32755; Passed: 12/4/2000]
4.25.320 Definitions.
A. “Authority” or “public authority” is the public development authority created by Ordinance No. C29241 and this chapter.
B. “Board of directors” or “board” is the governing body vested with management of the affairs of the authority.
C. “Bonds” means any bonds, promissory notes, interim certificates, debentures, certificates of indebtedness, or other obligations issued by the authority pursuant to its charter.
D. “Bylaws” means the rules for the regulation and management of the affairs of the authority adopted by article III of this chapter and all amendments thereof.
E. “Charter” is the articles of organization of the authority adopted by article II of this chapter and all amendments thereof.
F. “City” is the City of Spokane.
G. “City clerk” or “clerk” is the city clerk of Spokane or a person authorized to act on the clerk’s behalf, or in the event of reorganization of the office of the city clerk, the successor official performing such duties or a person authorized to act on such successor official’s behalf.
H. “City council” or “council” is the body established by article II of the Charter of the City of Spokane.
I. “Mayor” is the mayor of Spokane.
J. “Director” or “directors” means a member or members of the board.
K. “Government” means the United States, a state, a subdivision or agency of the United States or a state, or a municipality.
L. “Immediate family” means:
1. spouse,
2. dependent parent, parent-in-law, child, son-in-law and daughter-in-law, and
3. parent, parent-in-law, child, son-in-law, daughter-in-law, sibling, uncle, aunt, cousin, niece and nephew residing in the household of the official or employee of the authority.
M. “Insolvency” is the inability of the authority to pay debts as they become due in the usual course of its affairs.
N. “Resolution” means an action of the board with the quorum required by SMC 4.25.100.
O. “State,” when used as a noun, means the State of Washington.
P. “Voting membership” is the total number of voting positions on the board as authorized by the charter, whether filled or vacant.
[Ord. C32755; Passed: 12/4/2000]
4.25.330 Construction.
This chapter is to be liberally construed so as to effectuate its purposes.
[Ord. C29241 § 33; Passed: 11/7/1988]
Article II. Charter of the Public Development Authority
4.25.500 Name.
The name of the authority shall be “public development authority” (hereinafter referred to as “the authority”).
[Ord. C29241 Ex. A, § 1.01; Passed: 11/7/1988]
4.25.505 Seal.
The authority’s seal shall be a circle with the name “public development authority” inscribed therein.
[Ord. C29241 Ex. A, § 1.02; Passed: 11/7/1988]
4.25.510 Authority.
The authority is a public corporation organized pursuant to RCW 35.21.730 through 35.21.757 as amended (the “act”) and Ordinance No. C29241 of the City of Spokane, Washington (the “ordinance”).
[Ord. C29241 Ex. A, § 2.01; Passed: 11/7/1988]
4.25.515 Limit on Liability.
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 action against or recourse to the City of Spokane, Washington (the “City”), its assets, credit, or services on account of any debts, obligations, liabilities, or acts of omissions of the authority.
[Ord. C29241 Ex. A, § 2.02; Passed: 11/7/1988]
4.25.520 Mandatory Disclaimers.
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.
The authority is a public corporation organized pursuant to the ordinance and the laws of the State of Washington, and more particularly the act. RCW 35.21.750 provides, in part, as follows:
[A]ll liabilities incurred by such public corporation, commission, or authority shall be satisfied exclusively from the assets and properties of such public corporation, commission, or authority and no creditor or other person shall have any right of action against the city, town, or county creating such corporation, commission or authority on account of any debts, obligations, or liabilities of such public corporation, commission, or authority.
[Ord. C29241 Ex. A, § 2.03; Passed: 11/7/1988]
4.25.525 Duration.
The duration of the authority shall be perpetual except as provided in the ordinance.
[Ord. C29241, Ex. A, art. 3; Passed: 11/7/1988]
4.25.530 Purpose.
A. The purpose of the authority is to provide a legal entity organized under the act and the ordinance to undertake, assist with and otherwise facilitate or provide for the following activities (the “chartered activities”):
1. to improve governmental efficiency and services and general living conditions within the city;
2. to administer and execute federal grants and programs, receive and administer federal funds;
3. to perform all manner and type of community services;
4. to provide and implement such municipal services and functions as the city council may direct;
5. to allow a character of community participation in appropriate municipal projects and activities that are, in practical effect, restricted by the organizational structure of City government;
6. to promote and implement historic preservation of districts included in the National Register of Historic Places.
B. To the extent appropriate and consistent with the needs and objectives of the City and to facilitate or provide for the chartered activities, the authority will undertake and accomplish all activities necessary or convenient for the development, operation and implementation of the chartered activities.
C. For the purpose only 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 terms in regulations of the United States Treasury and rulings of the Internal Revenue Service prescribed pursuant to section 103 of the Internal Revenue Code of 1986, as amended).
[Ord. C29241, Ex. A, art. 4; Passed: 11/7/1988]
4.25.535 Powers.
The authority shall have and may exercise all lawful powers conferred by state laws, the ordinance, this charter and its bylaws. The authority in all of its activities and transactions shall be subject to the powers, procedures and limitations contained in this chapter.
[Ord. C29241 Ex. A, § 5.01; Passed: 11/7/1988]
4.25.540 Indemnification.
To the extent permitted by law, the authority shall protect, defend, hold harmless and indemnify any person who becomes a director, officer, employee, or agent of the authority and who is a party to a proceeding by reason related to that person’s conduct as a director, officer, employee, or agent of the authority against judgments, fines, penalties, settlements and reasonable expenses (including attorneys’ fees) incurred by him or her in connection with such proceedings if such person acted in good faith and reasonably believed his or her conduct to be in the authority’s best interests and if in the case of any criminal proceedings he or she had no reasonable cause to believe his or her conduct was unlawful. The indemnification and protection provided herein shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract or by vote of the board of directors. The authority may purchase and maintain appropriate insurance for any person to the extent provided by the applicable law.
[Ord. C29241 Ex. A, § 5.02; Passed: 11/7/1988]
4.25.545 Board Composition.
Management of all authority affairs shall reside in the board of directors (the “board”). The board shall be composed of five directors who may or may not be members of the city council. All directors shall be appointed by the mayor and confirmed by the city council. The terms of the directors shall be determined as follows:
A. Within two months of the issuance of this charter, the initial board as designated in this charter shall by resolution divide the members of the board into three classes (designated class I, class II and class III) which shall contain two members in class I, two members in class II, and one member in class III.
B. At the regular meeting of the board that coincides most closely with the second anniversary of the issuance of this charter the terms of those members of the board that are in class I shall expire; provided, that they shall continue in office until their successors are selected and qualified as provided in the bylaws.
C. This reappointment procedure shall continue annually as to successive classes so that at the regular meeting of the board that coincides most closely with each anniversary of the issuance of this charter a new class of board members shall take office; provided, however, that each person so selected shall hold office for the three year term for which he or she is selected and until his or her successor shall have been selected and qualified; and provided, that there shall be no restriction on members of the board serving successive terms.
[Ord. C31810; Passed: 12/23/1996]
4.25.550 “Board Concurrence” and “Quorum” Defined.
A. “Board concurrence” as used in this article, may be obtained at any regular or special board meeting by an affirmative vote of a majority of the board members voting on the issue; provided, that such majority equals not less than two votes.
B. A quorum to commence a board meeting shall be no fewer than three members. The bylaws of the authority may prescribe board quorum restrictions that equal or exceed the quorum restrictions imposed in this section. Board members present at a duly convened meeting may continue to transact business notwithstanding the withdrawal of enough members to leave less than a quorum.
[Ord. C31810; Passed: 12/23/1996]
4.25.555 Officers and Division of Duties.
The authority shall have two or more officers. The same person shall not occupy both office of president of the authority and the office responsible for the custody of funds and maintenance of accounts and finances. The initial officers of the authority shall be the president, secretary and treasurer of the board, which officers shall be appointed by the mayor. The secretary and treasurer need not be board members. Additional officers may be provided for in the bylaws of the authority. The president shall be the agent of the authority for service of process; the bylaws may designate additional corporate officials as agents to receive or initiate process. The corporate officers shall manage the daily affairs and operations of the authority and may delegate such tasks as the board deems advisable to other officers, employees and agents of the board. The board shall oversee the activities of the corporate officers, establish and/or implement policy, participate in corporate activity in matters prescribed by City ordinance and shall have stewardship for management and determination of all corporate affairs.
[Ord. C29241 Ex. A, § 6.03; Passed: 1/3/1989]
4.25.560 Executive Committee.
The bylaws may provide for an executive committee, which shall be appointed and/or removed by the board, and which shall have and exercise such authority of the board in the management between meetings of the board as may be specified in the bylaws.
[Ord. C29241 Ex. A, § 6.04; Passed: 11/7/1988]
4.25.565 Committees.
The appointment of other committees shall be provided for in the bylaws.
[Ord. C29241 Ex. A, § 6.05; Passed: 11/7/1988]
4.25.570 Board Meetings.
A. The board shall meet as necessary but not less than every other month.
B. Special meetings of the board may be called as provided in the bylaws.
[Ord. C29241 Ex. A, § 7.01; Passed: 11/7/1988]
4.25.575 Open Public Meetings.
Notice of meetings shall be given in a manner consistent with the Open Public Meetings Act, RCW chapter 42.30. In addition the authority shall routinely provide reasonable notice of meetings to any individual specifically requesting it in writing. At such meeting any citizen shall have a reasonable opportunity to address the board either orally or by written petition. Voting by telephone or by proxy is not permitted.
[Ord. C29241 Ex. A, § 7.02; Passed: 11/7/1988]
4.25.580 Parliamentary Authority.
The rules of Robert’s Rules of Order (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.
[Ord. C29241 Ex. A, § 7.03; Passed: 11/7/1988]
4.25.585 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 as required by state law; minutes with respect to closed executive sessions need not be made available. The minutes of all board meetings shall include a record of individual votes on all matters requiring board concurrence.
[Ord. C29241 Ex. A, § 7.04; Passed: 11/7/1988]
4.25.590 Bylaws.
The initial bylaws may be amended to provide additional or different rules governing the authority and its activities as are not inconsistent with this charter. The board may provide in the bylaws for all matters related to the governance of the authority, including but not limited to matters referred to elsewhere in this charter for inclusion therein.
[Ord. C29241, Ex. A, art. 8; Passed: 11/7/1988]
4.25.595 Proposals to Amend Charter and Bylaws.
A. Proposals to amend this charter or the bylaws shall be presented in a format which strikes over material to be deleted and underlines new material.
B. Any board members may introduce a proposed amendment to this charter or the bylaws (which may consist of new bylaws) at any regular meeting or at any special meeting of which ten days’ advance notice has been given to members of the board.
[Ord. C29241 Ex. A, § 9.01; Passed: 11/7/1988]
4.25.600 Board Consideration of Proposed Amendments.
If notice of a proposed amendment to this charter or to the bylaws, and information, including the text of the proposed amendment and a statement of its purpose and effect, is provided to members of the board fifteen days prior to any regular board meeting or any special meeting of which thirty days’ advance notice has been given, then the board may vote on the proposed amendment at the same meeting as the one at which the amendment is introduced. If such notice and information is not so provided, the board may not vote on the proposed amendment until the next regular board meeting or special meeting of which thirty days’ advance notice has been given and at least fifteen days prior to which meeting such notice and information is provided to board members. Germane amendments will be permitted at the meeting at which the vote is taken.
[Ord. C29241 Ex. A, § 9.02; Passed: 11/7/1988]
4.25.605 Vote Required for Amendments to Charter or Bylaws.
Resolutions of the board approving proposed amendments to this charter or to the bylaws require an affirmative vote of a majority of the board members voting on the issue; provided, that such majority equals not less than two votes.
[Ord. C31810; Passed: 12/23/1996]
4.25.610 City Council Approval of Proposed Charter Amendments.
Proposed charter amendments adopted by the board shall be submitted to the city council. This charter may be amended only by ordinance as provided in the ordinance.
[Ord. C29241 Ex. A, § 9.04; Passed: 11/7/1988]
4.25.615 Commencement.
The authority shall commence its existence effective upon the issuance of this charter as sealed and attested by the city clerk.
[Ord. C29241, Ex. A, art. 10; Passed: 11/7/1988]
4.25.620 Dissolution.
Dissolution of the authority shall be in the form and manner required by state law, City ordinance and the bylaws.
[Ord. C29241, Ex. A, art. 11; Passed: 11/7/1988]
4.25.625 Approval of Charter.
Approved by Ordinance No. C29241 adopted by the city council of the City of Spokane, Washington, on November 7, 1988.
[Ord. C29241, Ex. A, art. 12; Passed: 11/7/1988]
Article III. Bylaws of Public Development Authority
4.25.800 Existence – Bylaws.
The public development authority (the “authority”) is a public corporation created by the City of Spokane, Washington (the “City”), pursuant to RCW 35.21.730 through 35.21.757 and Ordinance No. C29241 (the “ordinance”), adopted by the city council on November 7, 1988. These bylaws are subject to any limitation contained herein or in the charter issued to the authority by the City.
[Ord. C29241 Ex. B, § 1.01; Passed: 11/7/1988]
4.25.805 Quorum.
At least three members of the board must be present at any regular or special meeting to comprise a quorum. A lesser number in attendance at such a meeting may adjourn the meeting and reconvene it within forty-eight hours of the adjourned meeting without further notice.
[Ord. C31810; Passed: 12/23/1996]
4.25.810 Officers Designated.
The officers of the authority shall be a president, a secretary and a treasurer, which officers shall be appointed by the mayor. The secretary and treasurer need not be board members. Such other offices as may be deemed necessary may be created by resolution of 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.
[Ord. C29281; Passed: 1/3/1989]
4.25.815 Powers and Duties.
A. President. The president shall be the chief executive officer of the public authority and shall have general supervision over the business of the authority, subject, however, to the control of the board of directors. The president shall preside at all meetings of the board of directors. The president may sign and execute, in the name of the authority, deeds, mortgages, leases, bonds, contracts and other instruments duly authorized by the board of directors and generally shall perform all duties incident to the office of president and such other duties as may from time to time be assigned to such office by the board of directors.
B. Secretary. The secretary shall:
1. certify and keep at the office of the authority, or at such other place as the board of directors may order, the original or a copy of the bylaws, as amended or otherwise altered;
2. keep at the office of the authority, or at such other place as the board of directors may order, a book of minutes of all meetings of the directors and of the resolutions of the board, recording therein the time and place of holding such meetings, whether regular or special, and, if special, how authorized, the notice thereof given and the proceedings thereat;
3. see that all notices are duly given in accordance with the provisions of these bylaws or as required by law;
4. be custodian of the records and seal of the authority;
5. exhibit at all reasonable times to any director, upon application, the bylaws and minutes of the proceedings of the directors of the authority;
6. in general perform such other duties as may from time to time be assigned to such office by the board of directors or the president.
C. Treasurer. The treasurer shall:
1. receive and have charge of all funds of the public authority and shall disburse such funds only as directed by the board of directors;
2. perform all duties incident to the office of chief financial officer; and
3. in general perform such other duties as may from time to time be assigned to such office by the board of directors or the president.
[Ord. C29281; Passed: 1/3/1989]
4.25.820 Removal.
Upon reasonable prior notice to all board members of the alleged reasons for dismissal, the board by an affirmative vote of the majority of the whole board may remove any officer from his or her office whenever in its judgment the best interests of the authority will be served thereby.
[Ord. C29241 Ex. B, § 3.03; Passed: 11/7/1988]
4.25.825 Vacancies.
The board shall request the mayor to 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.
[Ord. C29241 Ex. B, § 3.04; Passed: 11/7/1988]
4.25.830 Establishment of Committees.
The board, by resolution adopted by a majority of the full board, may designate from among its members one or more committees, each consisting of at least three or more members, to represent the board and, on matters other than those described in SMC 4.25.110, act for and on behalf of the board. The designation of any such committee and the delegation thereto of authority shall not operate to relieve any member of the board of any responsibility imposed by law.
[Ord. C29241 Ex. B, § 3.05; Passed: 11/7/1988]
4.25.835 Executive Committee.
A. The executive committee of the authority shall consist of the president, the secretary, the treasurer of the board and one member-at-large elected by the board. The provisions for election, qualifications, term of office and removal of the member-at-large of the executive committee shall be identical to those of officers of the board as provided herein and in SMC 4.25.820 and 4.25.825.
B. Except as provided in SMC 4.25.110, the executive committee shall have and exercise such powers of the board of the authority as the board may from time to time provide by resolution.
[Ord. C29281; Passed: 1/3/1989]
4.25.840 Regular Board Meetings.
All meetings of the board shall be special meetings.
[Ord. C29241 Ex. B, § 4.01; Passed: 11/7/1988]
4.25.845 Special Board Meetings.
Subject to article VII of the charter of the authority (SMC 4.25.570 through 4.25.585) and SMC 4.25.090, special meetings of the board may be held at any place at any time whenever called by the president or a majority of the members of the board.
[Ord. C29241 Ex. B, § 4.02; Passed: 11/7/1988]
4.25.850 Notice of Regular Board Meetings.
No notice of the regular meeting shall be required, except of the first regular meeting after any change in the time or place of such meeting adopted by resolution of the board as above provided. Notice of such changed regular meeting shall be given by the secretary-treasurer or by the person or persons calling the meeting by personal communication over the telephone to each board member at least twenty-four hours prior to the time of the meeting or by at least three 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. In addition, the authority shall routinely provide reasonable notice of meetings to any individual specifically requesting it in writing. At any regular meeting of the board any business may be transacted and the board may exercise all of its powers.
[Ord. C29241 Ex. B, § 4.03; Passed: 11/7/1988]
4.25.855 Notice of Special Board Meetings.
A. Notice of all special meetings of the board shall be given by the secretary-treasurer or by the person or persons calling the special meeting by delivering personally or by mail written notice at least twenty-four hours prior to the time of the meeting to each board member and to each local newspaper of general circulation and to each radio or television station that has requested notice as provided in the Open Public Meetings Act, RCW chapter 42.30, as now or hereafter amended. In addition, the authority shall provide notice of special meetings to any individual specifically requesting it in writing.
B. The time and place of the special meeting and the business to be transacted must be specified in the notice. Final disposition shall not be taken on any other matter at such meetings.
[Ord. C29241 Ex. B, § 4.04; Passed: 11/7/1988]
4.25.860 Waiver of Notice.
Notice as provided in SMC 4.25.850 and 4.25.855 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 IX of the charter (SMC 4.25.595 through 4.25.610), concerning proposed amendments to the charter or bylaws and votes on such amendments, may not be waived.
[Ord. C29241 Ex. B, § 4.05; Passed: 11/7/1988]
4.25.865 Notice to the City Council of the City of Spokane.
Notice of all meetings and minutes of such meetings of the board shall be given to the clerk of the city council of the City of Spokane.
[Ord. C29241 Ex. B, § 4.06; Passed: 11/7/1988]
4.25.870 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.
[Ord. C29241 Ex. B, § 5.01; Passed: 11/7/1988]
4.25.875 Indemnification of Board Members.
The authority elects to defend and indemnify its present and former officials and their successors, spouses and marital communities to the full extent authorized by the charter. In addition, the right of indemnification shall inure to each board member or officer and his or her spouse and marital community upon his or her appointment to the board and in the event of his or her death shall extend to his or her heirs, legal representatives and estate. Each person who shall act as board member or officer of the 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.
[Ord. C29241 Ex. B, § 5.02; Passed: 11/7/1988]
4.25.880 Principal Office.
The principal office of the authority shall be the Office of the Mayor, City Hall, West 808 Spokane Falls Boulevard, Spokane, Washington 99201.
[Ord. C29241 Ex. B, § 5.03; Passed: 11/7/1988]
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