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Chapter 4.25A
United Native Americans of Spokane Public Development AuthoritySections:
4.25A.010 Definitions.
4.25A.020 Authority Created.
4.25A.030 City Liability Limited.
4.25A.040 General Powers.
4.25A.050 Limitation of Powers.
4.25A.060 Charter.
4.25A.070 Effect of Issuance of Charter.
4.25A.080 Board of Directors.
4.25A.090 Organizational Meeting.
4.25A.100 Meetings of the Board of Directors.
4.25A.110 Quorum.
4.25A.120 Board Review and Concurrence.
4.25A.130 Charter Amendments.
4.25A.140 Bylaws.
4.25A.150 Officials of Authority – Fidelity Bonds.
4.25A.160 Code of Ethics – Conflict of Interest.
4.25A.170 Discrimination Prohibited.
4.25A.180 Deposit of Public Funds.
4.25A.190 Establishment and Maintenance of Office and Records.
4.25A.200 Reports and Information.
4.25A.210 Audits and Inspections.
4.25A.220 Access to Records.
4.25A.230 Trusteeship.
4.25A.240 Termination of the Authority.
4.25A.250 Dissolution of the Authority.
4.25A.260 Insurance.
4.25A.270 Unauthorized Representation.
4.25A.280 Ancillary Authority.
4.25A.290 Construction.
4.25A.300 Ratification.
4.25A.010 Definitions.
As used in this chapter, the following terms have the meanings provided in this section. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words imparting the singular number shall include the plural number and vice versa unless the context shall otherwise indicate.
A. “Authority” shall mean the United Native Americans of Spokane public development authority, created pursuant to this chapter.
B. “City council” shall mean the legislative authority of the City of Spokane.
C. “Board of directors” shall mean the governing body of the authority.
D. “Bonds” shall mean any bonds, promissory notes, debentures, interim certificates, certificates of indebtedness or other obligations issued by the authority pursuant to its charter.
E. “Bylaws” shall mean the rules for the regulation or management of the affairs of the authority adopted by this chapter, and all subsequent amendments thereto.
F. “Charter” shall mean the articles of organization of the authority adopted by this chapter, and all subsequent amendments thereto.
G. “Clerk” shall mean the clerk of the City of Spokane, and all persons authorized to act on the clerk’s behalf in such capacity.
H. “City” shall mean the City of Spokane City, Washington, a first class charter city organized and existing under the Constitution and laws of the State.
I. “Director” shall mean a member of the board of directors.
J. “Immediate family” shall mean:
1. the spouse of an official or employee of the authority;
2. any dependent parent, parent-in-law, child, son-in-law, or daughter-in-law of an official or employee of the authority; and
3. any parent, parent-in-law, child, son-in-law, daughter-in-law, sibling, uncle, aunt, cousin, niece or nephew residing in the household of an official or employee of the authority.
K. “State” shall mean the State of Washington.
L. “Voting membership” shall mean the total number of voting positions on the board of directors authorized by the charter, whether filled or vacant.
[Ord. C32933 § 1; Passed: 10/22/2001]
4.25A.020 Authority Created.
A public authority, to be known as the “United Native Americans of Spokane public development authority” (“authority”), is hereby created exclusively to undertake, assist with and otherwise facilitate the following activities, all as authorized by RCW 35.21.730 through 35.21.757:
A. to improve the general living conditions within the city;
B. to administer and execute federal grants and programs, receive and administer federal funds relating to the United Native Americans of Spokane;
C. to perform all manner and type of community services relating to the United Native Americans of Spokane; and
D. to provide and implement such municipal services and functions as the Spokane city council may direct relating to the United Native Americans of Spokane.
[Ord. C32933 § 2; Passed: 10/22/2001]
4.25A.030 City Liability Limited.
The 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, property and credit of the authority; no creditor or other person shall have any recourse to the assets, credit, or services of the City on account of any debts, obligations (including bonds), liabilities, acts or omissions of the authority.
[Ord. C32933 § 3; Passed: 10/22/2001]
4.25A.040 General Powers.
Except as otherwise limited by the Constitution of the State, this chapter and the charter, the authority shall have and may exercise all lawful powers necessary or convenient to effect the purposes for which the authority is organized, and to perform authorized corporate functions, including, without limitations, the power to:
A. own and sell real and personal property;
B. contract for any corporate purpose with the United States of America, a state, and any political subdivision or agency of either, and with individuals, associations and corporations;
C. sue and be sued in its name;
D. lend and borrow money;
E. do anything a natural person may do;
F. perform all manner and type of community services and activities relating to the United Native Americans of Spokane;
G. provide and implement such municipal and community services and functions as the Spokane city council may by resolution direct;
H. transfer any funds, real or personal property, property interests, or services;
I. receive and administer federal or private goods, or services for any lawful public purpose relating to the United Native Americans of Spokane;
J. purchase, lease, exchange, mortgage, encumber, improve, use, or otherwise transfer or grant security interest 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 and personal property;
K. issue bonds in conformity with applicable provisions of state law in such principal amounts as in the discretion of the board shall be necessary or appropriate to provide sufficient funds for achieving any purposes of the authority; provided, however, that all bonds or liabilities 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 hereby, unless the City expressly guarantee such bonds;
L. contract for, lease, and accept transfers, gifts or loans of funds or property from the United States of America, a state, and any municipality or 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 of America, a state, and any municipality or political subdivision or agency of either, any property relating to the United Native Americans of Spokane 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 relating to the United Native Americans of Spokane;
O. recommend to the United States of America, a state, and any municipality or political subdivision or agency of either, the existence of any property that, 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 of America, a state, and any municipality or political subdivision or agency of either may request;
Q. recommend to the United States of America, a state, any municipality or political subdivision or agency of either 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;
R. lend its funds, property, credit or services for purposes of the authority, or act as a surety or guarantor for such purposes;
S. provide advisory, consultative, training, educational, and community services or advice to individuals, associations, corporations, or governmental agencies, with or without charge;
T. control the use and disposition of property, assets, and credit of the authority;
U. invest and reinvest its funds;
V. fix and collect charges for services rendered or to be rendered, and establish the consideration (if any) for property transferred;
W. maintain books and records as appropriate for the conduct of its affairs;
X. 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;
Y. name corporate officials, designate agents, and engage employees, prescribing their duties, qualifications, and compensation; and secure the services of consultants for professional services, technical assistance, or advice;
Z. identify and recommend to the United States of America, a state, any municipality or political subdivision or agency of either, the acquisition by the appropriate governmental entity (for transfer to or use by the authority) of 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; and
AA. exercise and enjoy such other powers as may be authorized from time to time by law.
[Ord. C32933 § 4; Passed: 10/22/2001]
4.25A.050 Limitation of Powers.
The authority, in all activities and transactions, shall be limited in the following respects:
A. The authority shall have neither 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 party or member of the public to any assets, services, resources, or credit of the City. All liabilities incurred by the authority shall be satisfied exclusively from the assets and credit of the authority, and no creditor or other person shall 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.
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 of America, or the Legislature of the State or the city council; provided, however, that funds may be used for representatives of the authority to communicate with members of Congress, State legislators or city council members 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.
E. No part of the net earnings of the authority shall inure to the benefit of, or be distributable as such to, its directors, its officers or other private persons, except that 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 privileges or treatment accrues to such official by reason of his or her status or position in the authority;
3. defend and indemnify any current or former director or employee and their successors, spouses and marital communities 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 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; 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 officials of the authority may be entitled as a matter of law;
4. purchase insurance to protect and hold personally harmless any of its officials (including its 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 monitor judgments from such actions, claims or proceedings; provided, the purchase of such insurance and its policy limits shall be discretionary with the board of directors, and such insurance shall not be considered as compensation to the insured individuals; and provided further, the powers conferred by this subsection shall not be exclusive of any other powers conferred by law to purchase liability insurance; and
5. sell its assets for a consideration greater than their reasonable market value or acquisition costs, charge more for services than the expense of providing them, or otherwise secure an increment in a transaction, or carry out any other transaction or activity, as long as such gain is not the principal object or purpose of the authority’s transactions or activities and is applied to or expended upon services, projects and activities as aforesaid.
F. The authority shall not issue shares of stock, pay dividends, make private distribution of assets, make loans to its directors or employees or otherwise engage in business for private gain.
G. The authority shall not acquire goods, services, properties or other assets for less than fair and adequate consideration; provided, however, that if such goods, services, properties or other assets are being acquired for allegedly sufficient consideration the authority shall secure specific approval of the city council of the City.
[Ord. C32933 § 5; Passed: 10/22/2001]
4.25A.060 Charter.
The charter, attached as Exhibit A* to the ordinance codified in this chapter and hereby made a part hereof, is hereby approved. The charter shall be issued in duplicate originals, each bearing the City’s official seal attested by the clerk. One original shall be retained by the clerk and filed as a public record; a duplicate original shall be provided to the authority. The clerk shall give notice of the issuance of the charter to the Secretary of State and furnish a copy thereof and of the ordinance codified in this chapter upon request.
[Ord. C32933 § 6; Passed: 10/22/2001]
*Code reviser’s note: Exhibit A is on file in the office of the city clerk.
4.25A.070 Effect of Issuance of Charter.
The authority shall commence its existence effective upon issuance of its charter. Except as against the State or the City in a proceeding to cancel or revoke the charter, delivery of a duplicate original charter shall conclusively establish that the authority has been established in compliance with the procedures of this chapter. The authority shall conduct its affairs in accordance with the charter.
[Ord. C32933 § 7; Passed: 10/22/2001]
4.25A.080 Board of Directors.
A. Creation of the Board of Directors. A seven-member board of directors (board of directors) is hereby established to govern the affairs of the authority. All corporate powers of the authority shall be exercised by or under the authority of the board of directors; and the business, property and affairs of the authority shall be managed under the direction of the board of directors, except as may be otherwise provided for by law or in the charter.
B. Appointment of Board of Directors. The initial board of directors shall be appointed by resolution of the city council. Except for the initial board of directors, members of the board of directors shall be appointed as provided in the charter. No person who serves on the city council or city council of any city or town in the county may serve on the board of directors. No person nominated for membership on the board of directors shall be eligible to serve until he or she has been confirmed by motion of the city council. Directors may be reappointed to serve consecutive terms on the board of directors. A vacancy on the board of directors because of death, resignation, removal, disqualification, or any other cause, shall be filled for the remainder of the term of the vacant position in the manner prescribed in the charter for the position vacated.
C. Term of Office. Except for the initial directors, the members of the board of directors shall serve a term of six years, or until their successor is nominated and confirmed as provided in this chapter. The terms of office of the directors shall be staggered in the manner provided in the charter. A director shall serve for the term designated and until his or her successor shall have been confirmed, except as provided in this section.
D. Removal of Directors. If it is 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 city council pursuant to this section, the city council may by resolution remove any or all voting directors from office. The term of any director removed pursuant to this section shall expire when the removal resolution takes effect. Vacancies created under this section shall be 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 shall begin at the expiration of the term of the director being replaced and shall continue until the regular expiration of the term of the position being filled.
[Ord. C32933 § 8; Passed: 10/22/2001]
4.25A.090 Organizational Meeting.
Upon issuance of the charter, the clerk shall call an organizational meeting of the initial directors within thirty days, giving at least three days’ advance written notice to each, unless waived in writing. At such meeting, the board of directors shall organize itself.
[Ord. C32933 § 9; Passed: 10/22/2001]
4.25A.100 Meetings of the Board of Directors.
A. The board of directors shall meet at least six times each year. Special meetings of the board of directors may be called as provided by the charter, the bylaws or RCW chapter 42.30. Meetings shall only take place within the boundaries of the city.
B. The board of directors of the authority shall be the governing body of a public agency as defined in RCW 42.30.020, and all meetings of the board of directors shall be held and conducted in accordance with RCW chapter 42.30.
C. All board of directors meetings, including executive meetings, and all other permanent and ad hoc committee meetings, shall be open to the public to the extent required by RCW chapter 42.30. The board of directors and its committees may hold executive sessions to consider matters enumerated in RCW chapter 42.30, or privileged matters recognized by law, and shall enter the cause therefore upon its official journal.
[Ord. C32933 § 10; Passed: 10/22/2001]
4.25A.110 Quorum.
The charter or bylaws shall establish the requirements for a quorum of the board of directors. The act of a majority of the directors shall be the act of the board of directors, provided:
A. quorum to commence a board of directors meeting shall be no fewer than four members of the board of directors’ voting membership; and
B. any resolution authorizing or approving an action of the board of directors described in this chapter shall require an affirmative vote of a majority of the directors voting on the issue; provided, that such majority equals not less than four members of the board of directors’ voting membership.
[Ord. C32933 § 11; Passed: 10/22/2001]
4.25A.120 Board Review and Concurrence.
A. At least quarterly, the board of directors shall review monthly statements of income and expenses which compare budgeted expenditures to actual expenditures. The board of directors shall review all such information at regular meetings, the minutes of which shall specifically note such reviews and include such information.
B. General or particular authorization or review and concurrence of the board of directors by resolution shall be necessary for any of the following transactions:
1. 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 and the execution of a lease for a current term less than one year;
2. the contracting of debts, issuances of notes, debentures or bonds, and the mortgaging or pledging of authority assets or credit to secure the same;
3. the donation of money, property or other assets belonging to the authority;
4. an action by the authority as a surety or guarantor;
5. all capital expenditures in excess of $25,000, and all other transactions in which:
a. the consideration exchanged or received by the authority exceeds the greater of one percent of the previous year’s operating budget or $25,000;
b. the 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 of America 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 clerk as true and correct in the opinion of the board of directors 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 of directors or the board of directors may reserve.
[Ord. C32933 § 12; Passed: 10/22/2001]
4.25A.130 Charter Amendments.
A. The board of directors may propose to the city council that the charter be amended. Such proposal must be made by resolution of the board of directors passed by a procedure outlined in its charter at a regular or special meeting of which thirty days’ advance written notice was given. Information regarding a proposed charter amendment shall be provided to members of the board of directors two weeks prior to the meeting at which a vote will be taken and shall include the proposed amendment and a statement of its purpose and effect.
B. After adoption of a proposed charter amendment by the board of directors, the authority shall file three complete copies of the charter with the clerk. One copy shall be in a format that strikes over material to be deleted and underlines new material. The charter may be amended only by ordinance. If the city council approves the proposed amendment, the revised charter shall be issued in duplicate originals, each bearing the City’s official seal and attested by the clerk. One original and the underlined and over-stricken copy shall be retained by the clerk as a public record and the other original shall be delivered to the authority. A charter amendment proposed by the authority shall take effect and become a part of the charter upon issuance of the revised charter by the clerk.
C. 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 charter by ordinance.
[Ord. C32933 § 13; Passed: 10/22/2001]
4.25A.140 Bylaws.
A. The initial bylaws of the authority (bylaws) shall be submitted by the authority to the city council for approval by resolution. The power to alter, amend or repeal the bylaws or adopt new ones shall be vested in the board of directors 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. Amendments to the bylaws shall not take effect until ten days after filing of the same with the clerk, unless such amendments shall have been passed by unanimous vote of the board of directors and an earlier effective date set.
C. As necessary and appropriate, the city council may amend the bylaws by resolution.
[Ord. C32933 § 14; Passed: 10/22/2001]
4.25A.150 Officials of Authority – Fidelity Bonds.
Each official of the authority responsible for handling accounts and finances shall 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 his office only as long as such a bond continues in effect.
[Ord. C32933 § 15; Passed: 10/22/2001]
4.25A.160 Code of Ethics – Conflict of Interest.
A. Except as provided in this subsection, 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 this subsection.
B. A director or employee may participate in a decision if that person or a member of that person’s immediate family has only a remote financial interest, the fact and extent of the interest is disclosed to the board of directors in a public meeting and is noted in the minutes of the board of directors before any participation by the director or employee in the decision, and thereafter in a public meeting the board of directors 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. For purposes of this subsection, a “remote financial interest” shall mean that of:
1. a nonsalaried officer or director of a nonprofit corporation;
2. 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;
3. 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;
4. a holder of less than one percent of the shares of the corporation or cooperative that is the contracting party; or
5. an owner of a savings and loan or bank savings or share account or credit union deposit account if the interest represented by the account 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. The board of directors may adopt such additional conflict of interest and ethical rules as it considers appropriate.
E. For purposes of this section, participation in a decision includes all discussions, deliberations, preliminary negotiations and votes.
[Ord. C32933 § 16; Passed: 10/22/2001]
4.25A.170 Discrimination Prohibited.
A. Membership on the board of directors may not directly or indirectly be based upon or limited by creed, age, race, color, religion, sex, sexual orientation, national origin, marital status or the presence of any sensory, mental or physical handicap, unless such limitations are necessary for the performance of the role and no less-discriminatory alternatives are available.
B. To ensure equality of employment opportunity, the authority shall not discriminate in any matter related to employment because of creed, age, race, color, religion, sex, sexual orientation, national origin, marital status or the presence of any sensory, mental or physical handicap, unless such limitations are necessary for the performance of the role and no less-discriminatory alternatives are available. The authority shall, in all solicitations or advertisements for employees placed by or on behalf of the authority, state that all qualified applicants will receive consideration for employment without regard to creed, age, race, color, religion, sex, sexual orientation, national origin, marital status or the presence of any sensory, mental or physical handicap, unless such limitations are necessary for the performance of the role and no less-discriminatory alternatives are available.
[Ord. C32933 § 17; Passed: 10/22/2001]
4.25A.180 Deposit of Public Funds.
All money belonging to or collected for the use of the authority, coming into the hands of any director or employee thereof, shall be deposited in a qualified public depositary as determined by the Washington Public Deposit Protection Commission. Such money may be invested at the direction of the board of directors, by resolution, in investments, which would be lawful for the investments of City funds.
[Ord. C32933 § 18; Passed: 10/22/2001]
4.25A.190 Establishment and Maintenance of Office and Records.
The authority shall:
A. maintain a principal office at a location within the limits of the city;
B. file and maintain with the clerk a current listing of all authority officials, their positions and their home addresses, their business and home phone numbers, the address of its principal office and of all other offices used by it, and a current set of its bylaws;
C. file and maintain with the clerk a current index of the public records and documents of the authority;
D. file and maintain with the clerk a current set of the public records and documents of the authority; and
E. maintain all of its records in a manner consistent with the Preservation and Destruction of Public Records Act (RCW chapter 40.14).
[Ord. C32933 § 19; Passed: 10/22/2001]
4.25A.200 Reports and Information.
The authority shall, within three months after the end of its fiscal year, file an annual report with the clerk containing a certified statement of assets and liabilities, income and expenditures and changes in its 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 authority officials and a list of officials bonded pursuant to SMC 4.25A.150.
[Ord. C32933 § 20; Passed: 10/22/2001]
4.25A.210 Audits and Inspections.
The authority shall, at any time during normal business hours and as often as the city council or the State Auditor deem necessary, make available to the city council and the State Auditor for examination all of its financial records, and shall permit the city council 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. The city council and State Auditor shall have no right, power or duty to supervise the daily operations of the authority, but shall oversee such operations only through their powers to audit, modify the authority charter and bylaws and to 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. C32933 § 21; Passed: 10/22/2001]
4.25A.220 Access to Records.
The authority shall keep an official journal containing the minutes of proceedings at all meetings of the board of directors and the resolutions of the board of directors. Any person shall have access to records and information of the authority to the extent required by state law. In addition, such official journal shall be kept at the office of the clerk.
[Ord. C32933 § 22; Passed: 10/22/2001]
4.25A.230 Trusteeship.
If it is determined for any reason that a trusteeship should be imposed over the authority, the City may, after a public hearing held with notice to the authority, petition the superior court by resolution to impose a trusteeship over the authority and to appoint the trustees therefore. Any trustee appointed by the superior court shall take such actions as necessary during the trusteeship to achieve the object thereof as reasonable. The trustee shall have the power and authority to reorganize the authority and recommend amendment of its charter and/or its bylaws; suspend and/or remove authority officials, and manage the assets and affairs of the authority; and exercise any and all authority powers as necessary or appropriate to fulfill outstanding agreements, to restore the capability of the authority, to perform the functions and activities for which it is chartered, to reinstate its credit or credibility with its creditors or obligees, and, if so authorized by the superior court, to oversee its dissolution.
[Ord. C32933 § 23; Passed: 10/22/2001]
4.25A.240 Termination of the 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 of the city council at or after a public hearing, held with notice to the authority and affording it a reasonable opportunity to be heard and present testimony.
[Ord. C32933 § 24; Passed: 10/22/2001]
4.25A.250 Dissolution of the Authority.
A. Upon enactment 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 with the clerk a dissolution statement setting forth:
1. the name and principal office of the authority;
2. the debts, obligations and liabilities of the authority, including conditions of grants and donations, and the property and assets available to satisfy the same; the provisions to be made for satisfaction of outstanding liabilities and performance of executory contracts; and the estimated time for completion of its dissolution;
3. any pending litigation or contingent liabilities;
4. the resolution of the board of directors providing for such dissolution and the 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 director of administrative services 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 director of administrative services shall indicate such dissolution by inscription of a “Charter Canceled” on the original charter, on file with the clerk and, when available, on the duplicate original of the authority, and the existence of the authority shall cease. The clerk shall give notice thereof to the Secretary of State and other persons requested by the authority in its dissolution statement.
C. 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 or assets of the authority shall vest in the City upon the dissolution of the authority.
[Ord. C32933 § 25; Passed: 10/22/2001]
4.25A.260 Insurance.
The authority shall maintain in full force and effect public liability insurance in an amount sufficient to cover potential claims for bodily injury, death or disability and for property damage, which may arise from or be related to projects and activities of the authority, naming the City as an additional insured.
[Ord. C32933 § 26; Passed: 10/22/2001]
4.25A.270 Unauthorized Representation.
All persons who assume to act for the authority without actual authority to do so shall be liable for the debts and liabilities incurred or arising as a result thereof.
[Ord. C32933 § 27; Passed: 10/22/2001]
4.25A.280 Ancillary Authority.
The director of administrative services and clerk are granted all such power and authority as reasonably necessary or convenient to enable them to administer this chapter efficiently.
[Ord. C32933 § 28; Passed: 10/22/2001]
4.25A.290 Construction.
This chapter shall be liberally construed so as to effectuate its purposes.
[Ord. C32933 § 29; Passed: 10/22/2001]
4.25A.300 Ratification.
All action heretofore taken by the city council and the employees of the City (not inconsistent with the provisions of this chapter) in connection with the formation of the authority are hereby ratified, confirmed and approved.
[Ord. C32933 § 30; Passed: 10/22/2001]
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