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HomeMy WebLinkAbout2125ORDINANCE NO. 62/425. AN ORDINANCE of the City of Port Angeles authorizing and providing for the establishment, organization, and operation of public corporations to implement RCW 35.21.725 through .755, as now enacted . or hereafter amended; specificying certain powers, authority and limitations for such corporations; providing for control and supervision of the corporation by the City; preventing recourse to the assets, credit or services of the City on account of any debts, obligations or liabilities of such public corporation; and providing procedures for the operation of such corporation. WHEREAS, RCW 35.21.725 through .755 empower the City of Port Angeles to: (1) create public corporations, commissions and authorities to improve governmental efficiency and service and general living conditions within the City, administer and execute federal grants and programs, and receive and administer federal funds; (2) limit the liability of said public corporations commissions and authorities, in order to prevent recourse to the City's assets, credit or services; and (3) empower said public corporations, commissions and authorities to own and sell real and personal property; to contract with individuals, associations and corporations, and the state and the United States; to sue and be sued; to loan and borrow funds; transfer, with or without consideration, any funds, real or personal property, property interests, or services received from the federal government, private sources, or, if otherwise legal, from a city or county; to do anything a natural person may do; and to perform all manner and types of community service utilizing federal or private funds; and (4) specify purposes, organization and activities; and, WHEREAS, the establishment of such public corporations, commissions, and authorities will "improve governmental efficiency and services and general living conditions within the City; 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; expedite var- ious projects and activities, and improve the overall performance of the City; and the establishment of such public corporations, commissions, and authorities will not impair but will effectuate the implementation of the City's powers and responsibilities under various federal programs; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PORT ANGELES as follows: Section 1. PURPOSE AND AUTHORITY. The City of Port Angeles hereby authorizes the establishment and chartering of one or more public corporations, commissions and /or authorities (hereinafter "Public Corporations "), each as an independent legal entity, to: improve governmental efficiency and service and general living conditions within the City; administer and execute federal grants and programs, receive and administer federal funds; perform all manner and types of community services; provide and implement such municipal services and functions as the City Council may direct; and 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, all as authorized by RCW 35.21.725 through .755, as now enacted or hereafter amended. Section 2. LIMITATION OF LIABILITY. All liability incurred by a public corporation chartered pursuant to this ordinance shall be satisfied exclusively from the assets and credits of such public corporation, and no creditor or other person shall have any right of action against the City, on account of any debts, obligations or liabilities of such Public Corporation. Section 3. DEFINITIONS. As used in this ordinance, unless the context indicates otherwise, the following definitions shall apply: 11) "Bonds" shall mean any bonds, promissory notes, interim certificates, debentures, certificates of indebtedness, or other obligations issued by the Public Corporation pursuant to its charter and this ordinance. (2) "Board of Directors" shall mean the group of persons vested with the management of the affairs of the Public Corpora -_ tion. (3) "Charter" shall mean the articles of organization of the Public Corporation. (4) "City" shall mean the City of Port Angeles. ('5) "City Council" shall mean the legislative body of the City of Port Angeles. "(6) "Constituency" shall mean the class of persons entitled to participate (whether in a voting or advisory capacity) in the -2- internal processes of the Public Corporation, in accordance with its charter and /or its rules and regulations. (7) "Director" shall mean a member of the Board of Directors (8) "Insolvent" shall mean the inability of the Public Corporation to pay its debts as they become due in the usual course of its affairs. 19) "Officer" shall mean an officer of the Corporation holding a position created by its charter, but excludes members of the Board of Directors who do not hold a separate office created by the charter. (10) "Public Corporation" shall mean a corporation, commis- sion, or authority organized under this ordinance. (11) "Resolution" shall mean an action of the Board of Directors taken in accordance with the requirements of this ordinance. (12) "Rules and Regulations" shall mean the code or codes of rules adopted for the regulation or management of the affairs of the Public Corporation pursuant to the terms of this ordinance. Section 4. DURATION OF PUBLIC CORPORATION. (1) The charter of the Public Corporation shall establish the term of its existence. The charter may provide: (A) that the Public Corporation shall have perpetual existence; (B) that the Public Corporation shall exist for a stated period of years, until a fixed expiration date; or (C) that the Public Corporation shall cease to exist upon the occurrence of certain events, or upon an expiration date measured from such events. (2) The charter may combine any term or condition set forth in subsection 1(B) with a condition set forth in 1(C). (3) Should the charter fail to set forth the term of the Public Corporation's existence, its existence shall expire five (5) years after the date of issuance of its charter. Section 5. POWERS. Except as otherwise limited by the State Constitution, RCW 35.21.725 through .755 as now enacted or here- after amended; by this ordinance, or by the charter of the Public Corporation; such Public Corporation shall have the power to: (1) own and sell real and personal property, including the power to lease, exchange, mortgage, encumber, improve, or grant a security interest in such real or personal property; (2) contract and enter into partnership with individuals, associations and corporations, the City of Port Angeles, the state, and the United States; (3) accept transfers, gifts, or loans of funds or property from the United States, the state, and the City and from corpora- tions, associations, individuals or any other source, and to comply with the terms and conditions of such gift or transfer; (4) sue and be sued; (5) lend, borrow, invest, and reinvest its funds; (6) do anything a natural person may do; (7) perform all manner and types of community services and activities utilizing federal or private funds; (8) provide and implement such municipal services and functions as the City Council may by ordinance direct; (9) provide advisory services to the City Council in all areas in which the Public Corporation by its charter has a public responsibility; (10) transfer, with or without consideration, any funds, real or personal property, property interests or services received from the federal government, private sources, or, if otherwise legal, from the City; (11) issue negotiable bonds and notes in conformity with this ordinance in such principal amounts, as in the discretion of the Public Corporation, shall be necessary or appropriate to provide sufficient funds for achieving its corporate purposes; (12) maintain books and records as appropriate; (13) conduct its corporate affairs, carry on its operations, and use its property as allowed by law and consistent with this ordinance, its charter, and its rules and regulations; (14) to have and exercise all powers authorized by law, and those powers necessary or convenient to effect the purposes for which the Public Corporation is organized and to perform author- ized corporate functions; (15) to cease its activities and operations, and surrender its charter for dissolution proceedings pursuant to the terms of this ordinance. Section 6. LIMITATION OF POWERS. (1) A Public Corporation organized under this ordinance shall have no power of eminent domain, nor any power to levy taxes or special assessments. (2) No Public Corporation may incur•or create any liability that permits recourse by any contracting party or member of the public to or upon any assets, services, or credit of the City. (3) The activities of the Public Corporation concerning partisan political activities, and the election or defeat of any candidate for public office or ballot measures shall be governed by the requirements of Chapter 42.17 RCW, as now enacted or here- after amended. (4) All funds, assets, or credit of the Public Corporation shall be applied toward or expanded upon municipal and community service and projects, services,Troj.ect -s and activities as author- ized and limited by the Public Corporation's charter and this ordinance. (5) Whenever the laws of the state, the United States, or • City ordinance require a license or permit to undertake certain activities or perform an act, the Public Corporation, prior to undertaking the activity or performing the act, shall comply fully with such requirements, to the same extent as any other agency, commission, or board of the City. -5- Section 7. CHARTER REQUIRED. No Public Corporation shall exercise the powers conferred by RCW 35.21.725 through .755 and this ordinance, without first being issued a charter, in accor- dance with the provisions of this ordinance. Section 8. APPLICATION FOR CHARTER. (1) To create a Public Corporation under this ordinance, any person or group of persons shall apply in duplicate to the City Clerk for the issuance of a charter. (2) The application shall set forth: (A) the proposed name of the Public Corporation; (B) the proposed duration; (C) the precise purposes or functions to be performed; (D) the form of the proposed charter; (E) the proposed initial rules and regulations; (F) the names and addresses of persons nominated as initial members of the Board of Directors and officers of the Public Corporation; (G) the funds and assets necessary to undertake the activities or functions contemplated within the coming year; the anticipated sources of such funds and assets; (H) the name and address of each applicant; (I) any other supporting data the applicant deems appropriate and necessary to evaluate their application. (3) The applicants may amend, correct or supplement the application during the review and processing thereof. (4) No applicant shall be an elected or appointed official or an employee of the City. (5) One copy of the application shall be filed with the City Clerk as a public record, open to public inspection. One copy shall be forwarded, by the City Clerk, to the City Manager. Section 9. REVIEW OF APPLICATION. (1) The City Manager shall review all applications to deter- mine their compliance with the terms of this ordinance. After his review he shall refer his findings and recommendations to the City Council. (2) The City Manager shall make specific findings on the following: (A) Whether chartering the Public Corporation will help to fulfill the purposes of this ordinance and RCW 35.21.725 through .755. (B) Whether the requested character or duration of the Public Corporation is reasonably necessary for the activities or functions to be performed. (C) Whether changes, revisions, or modifications should be made in the proposed charter or the proposed initial rules and regulations to comply with this ordinance, to encourage citizen participation, or to further the best interests of the City. (D) Whether the members of the Board of Directors and the corporate officers nominated are qualified to hold such positions, dedicated to further the best interests of the program and purposes of the Public Corporation, and as a group have the necessary background and experience to conduct the affairs and operations contemplated by the Public Corporation. (E) Whether any federal, state or local funding described in the application will become available. (F) Whether the charter should issue as requested, or with changes, revisions or modifications, upon certain conditions, or should be denied. Section 10. ISSUANCE OF CHARTER. (1) No less than thirty (30) days subsequent to the filing of the application fora charter, the City Council, in its discretion, may issue, alter or condition, or deny the charter either in accordance with the application or with the CityManager's findings and recommendations. (2) A charter establishing a Public Corporation shall be issued in duplicate originals. One original shall be retained by the City Clerk and filed as a public record, and a duplicate original shall be delivered to the applicant. The City Clerk shall give notice of the issuance of the charter to the Secretary of State of the State of Washington and shall furnish a copy of the charter and this ordinance upon request therefor. Section 11. EFFECT OF ISSUANCE OF CHARTER. A Public Corpor- ation shall commence its existence effective upon filing of its charter with the City Clerk. Except as against the state or the City in a proceeding to cancel or revoke the charter, or to compel compliance with representations made in the application, delivery of a duplicate original charter shall conclusively indi- cate that all conditions precedent have been fulfilled and that the Public Corporation has been established in compliance with the procedures of this ordinance. Section 12. ISSUANCE OF CHARTER - CONTENTS. The charter shall set forth the following: (1) the name of the Public Corporation and its corporate seal; (2) the duration of the Public Corporation; (3) this statement in a prominent place: " (name of public corporation) is organized pursuant to Ordinance No. of the City of Port Angeles, and RCW 35.21.725 through .755, which legislation provides that all liabilities incurred by such public corporation shall be satisified exclusively from the assets and credits of such public corporation, and no creditor or other person shall have any right of action against the City, on account of any debts, ob- ligations or liabilities of such public corpor- ation, commission or authority." (4) the purpose and scope of activities of the Public Corpor ation; (5) any additional limitations upon the power of the Public Corporation beyond those stated in Section 6; (6) a description of the structure and fundamental organi- zation of the Public Corporation, demonstrating the means of compliance with the sections of this ordinance governing the structure of public corporations; (7) the composition of the constituency, if any, and the powers and voting rights of such constituency; (8) the composition of the Board of Directors, and its powers and duties; (9) the method of amending the rules and regulations of the Public Corporation; (10) the method of proposing amendments to the charter of the public corporation; and (11) any other provision pertaining to the internal affairs of the Public Corporation, as deemed appropriate. Section 13. LIMITATIONS UPON NAME AND SEAL (1) The corporate name shall not end with "incorporated ", "company ", or "corporation ", or any abbreviation thereof, or any combination of words that are restricted from usage by state law. (2) The corporate name shall not adopt or appear to be similar to the name of any corporation, existing or organized under the laws of this state, or authorized to transact business or conduct affairs in this state, or a corporate name reserved or registered as permitted by the laws of this state. (3) The corporate seal shall carry the name of the Public Corporation. Section 14. ORGANIZATIONAL MEETING. Upon the issuance of the charter, the applicant shall call an organizational meeting of all persons nominated as members of the Board of Directors or officers of the corporation in the application, as approved. Such meeting shall occur within thirty (30) days of the issuance of the charter, and notice of such meeting shall be given at least ten (10) days in advance to each individual required to be present • • unless waived in writing. At such meeting the Board of Directors shall organize itself and appoint interim officers of the corpor- ation or members of the Board of Directors, as determined by the charter, to serve until the selection process provided shall be complied with, select a temporary place of business, and assist in organizing the constituency provided for in this ordinance. •Section 15. COMPOSITION OF THE BOARD OF DIRECTORS (1) The Board of Directors shall have three or more members, as determined by the charter. (2) No term of a position on the Board of Directors shall exceed four (4) years. If no duration of term is provided in the charter, the term of the Board of Directors shall be two (2) years. (3) All appointments to the Board of Directors shall be made by, and confirmed by the City Council, provided that the original appointments to the Board of Directors shall be made by the applicant for the issuance of a charter, and the City Council shall confirm those persons nominated by the applicants, or appoint other persons to serve on the Board of Directors, at the time of approval of the charter. (4) The charter may, but need not, establish different terms for various positions on the Board of Directors; stagger the terms; require special qualifications for certain positions; include officers as ex- officio members or observers; select members by districts or from classes of persons; and establish advisory or honorary provisions without voting powers or with limited voting powers. (5) The charter may provide for Board of Director committees which committees shall consist of at least three or more members, and which committees shall serve only in an advisory capacity. Section 16. OFFICERS OF A PUBLIC CORPORATION (1) A Public Corporation shall have two or more officers. The same person shall not occupy both the chief executive office of the corporation and the office responsible for the custody • • of the funds and maintenance of accounts and finances. (2) Unless the charter provides otherwise, the chief executive officer shall be the agent of the Public Corporation for service of process. (3) Officers shall be elected or appointed by the Board of Directors, or by the constituency as provided in the charter, in accordance with a method provided in the charter. (4) No term of office shall exceed four (4) years. Officers may be appointed to consecutive terms, provided the procedure for appointment established by the charter is followed. Section 17. REMOVAL OF DIRECTORS AND OFFICERS. Members of the Board of Directors and officers of the corporation may be removed by the City Council, with or without cause, by a majority vote of the members of the City Council at a meeting of the City Council held in accordance with its procedures. Notice of such meeting shall be given to the Public Corporation, its officers and its Board of Directors. Section 18. ACTIONS REQUIRING BOARD OF DIRECTOR APPROVAL. General or particular authorization or concurrence of the Board of Directors by resolution shall be necessary for any of the following transactions: (1) transfer or conveyance of an interest of real estate, other than the release of a lien or satisfaction of a mortgage after payment has been received; (2) the contracting of debts, issuance of notes, debentures or bonds, and the mortgaging or pledging of corporate assets to secure the same; (3) the donation of money, property or other assets belong- ing to the Public Corporation; (4) an action by the Public Corporation as a surety or guarantor; (5) an action in which the performance by the Public Corpor- ation shall extend over a period of one year from the date of execution of an agreement therefor. -11- (b) all transactions in which the consideration exchanged or received by the Public Corporation exceeds ten thousand dollars; (7) where the Public Corporation assumes duties to the City, the state, or the United States; (8) any project or activity outside the limits of the City; (9) adoption of an annual budget; (10) certification of annual reports and statements to be filed with the City as true and correct in the opinion of the Board of Directors and of its members, except as specifically noted; (11) transmittal of proposed amendments to the charter to the City Council for approval; (12) such other transactions duties and responsibilities as the charter may require to be approved by resolution of the Board of Directors. Section 19. DUTIES OF OFFICERS. The officers shall manage the daily affairs and operations of the public corporation, in accordance with the terms of the charter, the directions of the Board of Directors, and the rules and regulations of the corpor- ation adopted by the Board of Directors. Section 20. CONSTITUENCY. (1) The charter of the corporation may establish a constitu- ency, unless the City Manager and the City Council determine that a constituency is not necessary in the public interest, and approve a charter which does not provide for a constituency. A charter that does not provide for a constituency shall repose full stewardship for management determinations of corporate affairs in its Bbard of Directors. (2) Insofar as differences or provisions are reasonably related to the projects and activities to be undertaken by the public corporation, the charter may: • • (A) divide the constituency into classes by district or residence, by adult or minor, or other objective criteria, and assign different powers or duties to each class; (B) confer on certain classes of constituents advisory capacity only, while other classes of constituents may vote on specific matters or have general voting powers; . (C) provide for limited membership in the constituency or establish dues or a membership fee. (3) The charter may provide for open participation; the charter may provide for affiliation by persons not eligible or un- willing to assume status as a constituent. (4) Unless the charter provides otherwise, all residents of the City sixteen years of age or older shall be eligible for constituent status upon application; and each constituent shall have the same rights and vote that every other constituent enjoys. (5) Constituency status shall be personal and may not be transferred by purchase, sale or assignment or by payment of any - other consideration. Section 21. ACTIONS REQUIRING CONSTITUENCY APPROVAL. If the charter provides for a constituency with power to participate in determination of corporate policy, to vote upon corporate affairs, or pass on action by referendum or commence action by initiative, the concurrence of the constituency shall be necessary for any of the following matters: (1) proposed amendments to the charter; (2) such other matters as the charter may designate. Section 22. RULES AND REGULATIONS (1) Rules and regulations adopted by the corporation shall be subordinate to and consistent with the charter, and may be altered amended or repealed from time to time as the charter and this ordinance shall prescribe. (2) Rules and regulations contained in the application for the charter as approved by the City Council shall be the initial -13- rules and regulations of the Public Corporation. (3) Amendments to the rules and regulations of the Public Corporation shall be proposed as provided in the charter and shall be subject to approval by the City Council. Section 23. CHARTER AMENDMENTS (1) A Public Corporation may propose to the City that its charter be amended, by resolution of the Board of Directors passed in accordance with procedures outlined in the charter and this ordinance. (2) The procedure for amendment of the charter shall be the same as the procedure for approval of the application for issu- ance of a charter. Section 24. QUORUM OF THE BOARD OF DIRECTORS AND THE CONSTITUENCY. The charter or the rules and regulations, if the charter so provides, shall establish the quorum necessary for action by the Board of Directors or the constituency. Such quorum shall equal or exceed the following minimums; (1) For the passage of any resolution by the Board of Directors, the quorum shall be a majority of the Board of Director members voting on the issue, and at least one -third of the Board of Director's total voting membership. (2) Proposed charter amedments shall require an affirmative vote representing two- thirds of the Board of Director members voting on the issue and an absolute majority of the Board of Directors voting membership. (3) Where the constituency is required to concur upon a charter amendment, such concurrence shall require an affirmative vote representing two - thirds of the constituents putting on the issue and at least twenty (20 %) percent of the constituency. Section 25. MEETINGS OF BOARD OF DIRECTORS (1) The Board of Directors shall meet at least once per month, or at a more frequent interval as provided by the charter. (2) Special meetings of the Board of Directors may be called as provided by the charter or in the rules and regulations. (3) The Board of Directors of a Public Corporation shall be the governing body of a public agency as defined by RCW 42.30.020, and all meetings of the Board of Directors shall be held and conducted in accordance with RCW 42.30.010 et seq, and special meetings may be called as therein provided. (4) All meetings shall be open to the public, provided that the Board of Directors may hold executive sessions as provided in RCW 42.30.010 et seq. (5) Any of the actions of the Board of Directors required to be done by resolution may be authorized by the Board of Directors without a meeting, upon an unanimous written concurrence thereto of all members of the Board of Directors who are entitled to vote upon the matter._ Section 26. MEETINGS OF THE CONSTITUENCY (1) Meetings of the constituency shall be held at least semi- annually or at more frequent intervals as required by the charter. Special meetings of the constituency may be-called by the Board of Directors or by a petition of the constituents, as provided by the charter or the rules and regulations. (2) Notice of a meeting of the constituency, stating the place, day and hour shall be mailed to all constituents entitled to be present at least ten (10) days and not more than thirty (30) days before the scheduled meeting; provided,that if the constitu- ency is the public -at- large, or a class in excess of one hundred (100) persons, notice may be made by publication of a notice for three (3) consecutive days in a newspaper of general circulation in the area, together with posting in a prominent place in the Public Corporation's office. Section 27. MEETINGS - PUBLIC PARTICIPATION (1) If a Public Corporation fails to hold and conduct a regular meeting, either of the Board of Directors or the constitu- ency, the City may give notice to the Public Corporation of such failure. Upon such notice, the Public Corporation shall immedi- ately call and conduct a special meeting, to consider matters appropriate for consideration at the regular meeting not held. (2) The City shall be given notice of any meetings of the Board of Directors or the constitutency. Section 28. VOTING - REPRESENTATION (1) The charter or rules.and regulations shall provide for the manner of balloting, and for representation of persons absent from meetings. (2) No proxy or voting trusts or pooling arrangements shall be allowed by the charter or rules and regulations, which delegate to the holder discretion in casting a ballot or to act for the principal on undisclosed or general matters to be raised at a meeting of the Board of Directors or of the constituency. Section 29. CODE OF ETHICS FOR DIRECTORS AND OFFICERS (1) Members of the Board of Directors and officers and employees of the corporation shall comply with the ethical standards prescribed by state law and /or City ordinance for elected or appointed officers for the City. Section 30 DISCRIMINATION PROHIBITED (1) Neither Board of Director nor constituency membership may directly or indirectly be based upon or limited by age, race, color, religion, sex, national origin, martial status, political ideology, or physical handicap. (2) The Public Corporation shall not discriminate in employ- ment because of age, race, color, creed, religion, six, national origin, martial status, political ideology, or physical handicap. Section 31. RECORDS TO BE MAINTAINED (1) A Public Corporation shall keep an official journal containing the minutes of proceedings at all meetings of the Board of Directors, all meetings of the constituency, and the resolutions of the Board of Directors. (2) This journal, and all other records of the Public Corporation shall be open to review and inspection in the same manner as the records and information of the City. Section 32. FUNDS (1) All monies belonging to or collected for the use of the Public Corporation coming into the hands of any member of the Board of Directors or any officer of the corporation shall be immediately deposited with a legal depository, to the credit of such Public Corporation, for the benefit of the funds to which they belong. (2) Making a profit out of public money or using the same for any purpose not authorized by law by a member of the Board of Directors or any officer having the possession or control thereof, is prohibited. (3) The Public Corporation shall deposit all funds in a depository acceptable to the City, and otherwise safeguard such funds pursuant to such instructions as the City may from time to time issue. Section 33. ESTABLISHMENT AND MAINTENANCE OF OFFICE AND RECORDS The Public Corporation shall: (1) Maintain a principal office at a location within the limits of the City; (2) File and maintain with the City a current listing of the Board of Directors and corporate officers, their positions, their home addresses, the address of its principal office, and of all other offices used by it, and a current set of its rules and regulations. (3) Place the statement set forth in Section 12(3) as now enacted or hereafter amended, in a prominent location in its principal office and in all other offices where the public may readily see it; and print or stamp said statement on all bonds, or other documents that may entail any debt or liability of the Public Corporation; (4) Establish and maintain such additional records as may be prescribed by the City, and retain such records for a period of at least three (3) years. Section 34. REPORTS AND INFORMATION The Public Corporation shall: (1) File an annual report with the City, containing an audited and certified statement of assets and liabilities, and of income and expenditures during the previous year with a summary of projects and activities conducted; (2) Furnish the City with any additional statements, records, reports, data or information as may be requested, per- taining to matters connected with any projects or activities of the Public Corporation; (3) Answer fully and within a reasonable time any written inquiries by appropriate city officials in the course of their duties about its finances, organization, or activities. Section 35. AUDITS AND INSPECTION. The Public Corporation shall, at any time during normal business hours, and as often as the City or the state auditors deem necessary, make available to the City and the state auditor for examination all of its financial records, and will permit the City and state auditor to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls or records of personnel, conditions of employment and other data relating to all of the aforesaid matters. Section 36. INSURANCE. Each Public Corporation chartered pursuant to this ordinance shall maintain in full force and effect public liability insurance in an amount specified by the City, 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 City, naming the City as an additional insured. Section 37. BOND REQUIRED. The officer of the Corporation charged with the responsibility for accounts and finances shall file a fidelity bond in an amount determined by the Public Corpor- ation before taking office, and may hold his office only so long as such bond continues in effect. Section 38. BONDS AND NOTES (1) Bonds and notes issued by the Public Corporation may be secured by the full faith and credit of the Public Corporation, or may be made payable solely out of certain revenues and receipts as may be designated in the proceedings under which the issuance of the bonds or notes are authorized. (2) All bonds or notes shall carry in a prominent place thereon the statement set forth in Section 12(3), as now enacted or hereafter amended. All bonds and notes or liabilities occur- ring thereunder shall be satisfied exclusively from the assets or credits of such Public Corporation, and no creditor or other person shall have any recourse to the assets, credit or services of the City, unless the City Council shall by resolution expressly guarantee such bonds or notes. (3) Bonds and notes of the Public Corporation may be sold at such price or prices, at public or private sales, may bear interest at such rate or rates, may be in such form or demonina- tions, or contain such other necessary terms as may be determined by the Public Corporation. (4) A Public Corporation may at the time of the issuance of the bonds and notes, make such covenants with the purchasers and holders of said bonds and notes as it may deem necessary to secure and guarantee the payment of the principal and interest, including but not limited to covenants to set aside adequate reserves to guarantee payment of principal and interest, to appoint a trustee or trustees to safeguard the expenditure of the proceeds of sale of such bonds and notes and /or to take possession and use or operate and manage corporate assets securing the bonds and notes in the event of default or insolvency of the Public Corporation, with 'such powers as may be contained in any covenants relating to the bonds and notes; and to limit the amount, time and /or conditions under which additional bonds and notes may be issued or debts incurred. (5) The Public Corporation may pay expenses, premiums and commissions which it may deem necessary in connection with the issuance and sale of its bonds and notes, and take such other actions or make such commitments as necessary or convenient in the issuance and servicing of such bonds and notes as are con- sistent with this ordinance although not enumerated herein. Section 39. INTERVENTION (1) When authorized by resolution of the City Council after a public hearing held with notice to the Public Corporation, the City may intervene, and exercise such control over a Public Cor- poration as is necessary and appropriate to-correct any deficiency in the operations of the Public Corporation or to assure that the purposes of a program undertaken may be reasonably accomplished, when: (A) the Board of Directors of the Public Corporation has requested such intervention by resolution; (B) the Public Corporation has either failed to set forth the statement required in Section 12(3) in written contracts bonds, or other documents, or has represented to the public or to creditors that recourse may be had to the assets, property or -20- credit of the City on account of acts or omissions of the Public Corporation; (C) the Public Corporation has failed to file an annual report with the City, after notice of such omission; (D) a deadlock has occurred in the Board of Directors, or the membership of the Board of Directors is insufficient to constitute a quorum for conduct of affairs, so that the Public Corporation is unable to conduct its operations or perform its projects and activities; (E) the Public Corporation has neglected or refused to conduct a meeting after notice from the City to do so, pursuant to Section 27(1); (F) the Board of Directors has unreasonably'impaired public participation in the conduct of projects and activities or oppressed or hindered the constituency in the exercise of its powers and responsibilities; (G) the assets of the Public Corporation have been or are committed to be misapplied or wasted or illegally expended; and (H) the Public Corporation has committed or is about to commit a material violation of this ordinance or its charter. (2) The City may take such actions as necessary to achieve the object of the intervention stated in the resolution of the City Council and may make corrections or revisions ancillary thereto. The City shall accomplish the purposes of the interven- tion as expeditiously as resonable, and the interventions shall cease as soon as the objectives of the intervention have been achieved. Section 40. TRUSTEESHIP (1) The City, by resolution of the City Council after a public hearing held with notice to the Public Corporation, may petition the Superior Court to impose trusteeship over a Public Corporation organized pursuant to this ordinance, and to appoint trustees therefor under any of the following circumstances: (A) the Board of Directors of the Public Corporation has requested the same by resolution; (B) the Public Corporation has filed a statement of dissolution preparatory to determination of its existence; (C) the Public Corporation has become insolvent, or is otherwise unable to parry out its contractual obligations; (D) the charter was procured through fraud or mis- representation on any material matter that has an effect upon the project through activities to be undertaken; (E) the Public Corporation has filed an annual report with the City that is false or deceptively misleading on a material matter; (F) the Public Corporation is incompetent or ineligible to carry out the public purposes for which it was chartered; (G) the Public Corporation has misused, abused, or continuously exceeded the power or authorities granted to it, or has committed repeated violations of this ordinance or its :charter ; (H) the assets of the Public Corporation have been or are committed to be misapplied, wasted, or illegally expended; or (I) for any other reason justifying intervention, when, in the judgment of the City Council, intervention would not be feasible under the circumstances. (2) The trustees appointed by the Superior Court shall take such action as is necessary during their trusteeship to achieve the object of the trusteeship as is reasonable. In accordance with the decree of the Superior Court, the trustees shall have the power and authority to reorganize the Public Corporation, amend its charter or rules and regulations, suspend or remove corporate officials, manage the assets and affairs of the Public Corporation, and exercise any and all corporate powers. -22- If authorized by the Superior Court, the trustees shall have the power to oversee the dissolution of the Public Corporation. Section 41. TERMINATION (1) The existence of the Public Corporation may be termin- ated by resolution of the City Council after a public hearing held with notice to the Public Corporation, under any of the following circumstances: (A) the Board of Directors has requested the same by resolution; (B) the Public Corporation has discontinued its pro- jects and activities, or otherwise remained inactive for a period of six (6) months in succession; (C) a judgment of a court of competent jurisdiction shall have become final,which judgment annuls the existence of the Public Corporation, or prohibits its from conducting all or a major portion of the activities for which it was chartered, permits recourse by creditors of the Public Corporation or other persons to the assets, property or credit of the City on account of any debts, obligations, or liabilities of the Public Corpora- tion; (D) any one or more of the circumstances for imposition of a trusteeship stated in Section 40 together with an affirmative finding by the City Council that a trusteeship would not be feasible under the circumstances; (E) repeal of RCW 35.21.725 through .755 or amendment thereof which accumlatively restricts all or a major portion of the activities for which the Public Corporation was chartered, or permits recourse by creditors of the Public Corporation to the assets, property or credit of the City. (2) Subject to any limitations that may be imposed by the judgment of a court of competent jurisdiction, provision shall be made in any termination of the Public Corporation's existence for the payment of obligations, bonds, notes or other contracts or indebtedness of the Public Corporation from the rights and assets of the Public Corporation. Section 42. DISSOLUTION STATEMENT (1) Upon enactment of a resolution of dissolution by the City Council, the Public Corporation shall file a statement, signed by its chief executive officer, setting forth the following: (A) the name and principal office of the Public Corporation; (B) the debts, obligations and liabilities of the public corporation and the property and assets available to satisfy the same, with a statement of provisions to be made for satisfaction of outstanding liabilities; (C) the estimated time for completion of the dissolu- tion; (D) any pending litigation or other contingent lia- bilities; and (E) a copy of the Board of Directors' resolution providing for such dissolution. (2) The City 'shall review the statement filed and oversee the dissolution, to protect the public interest and prevent impairment of obligations, or if so authorized by law, authorize or initiate proceedings in the Superior Court of competent juris- diction for the appointment and supervision of a receiver for such purposes. (3) Upon satisfactory completion of the dissolution pro- cedures, the Mayor shall indicate such dissolution by the inscrip- tion of "charter cancelled" on the original charter of the Public Corporation on file with the City, and the existence of the Public Corporation shall cease. The City Clerk shall give notice thereof to the Secretary of State of this state. Section 43. DISSOLUTION - DISPOSITION OF ASSETS (1) Upon termination of the existence of a Public Corpora- tion, all of the rights, assets and property of the Public Corporation shall pass to and be distributed as provided by agreements with donors or other parties at the time of acquisition of the property regarding its disposition. Subject thereto, all of the rights, assets and property of a Public Corporation shall be tendered to the entity first listed below and, if not applic- able or not accepted, to the next entity listed in succession: (A) to the surviving or successor Public Corporation, in the event of a merger of public corporations as provided in Section 44; (B) to the City; (C) to some other local municipal corporation that performs similar functions or activities for which the assets were acquired or are devoted; (D) to the State of Washington for use in or applica- tion upon projects and activities or functions for which the assets were acquired or are devoted; (E) to the United States, any of its departments or agencies; a public corporation created by the United States; or an organization acting as an authorized agent of the United States (F) to a corporate fiduciary or other trustee, in trust for or in use under the direction of any of the aforesaid entities for the purposes, projects and activities for which the assets were acquired or are devoted; and (G) to non - profit organizations performing community service, charitable or educational activities similar to the projects and activities for which the assets were acquired or devoted; (2) The City Council, in its discretion may direct the following in regard to any particular dissolution; (A) authorize the City to contract with the Public Corporation :for the disposition of its rights, assets and property, and thereby designate the recipient and the terms and purposes of the transfer of assets and property; (B) establish procedures, terms and conditions for transfer and acceptance of the rights, assets and property of the Public Corporation; (C) request some or all of the aforesaid eligible entities identified in §(1) to submit applications for transfer of such rights, assets and property of the Public Corporation, in accordance with the procedures of this ordinance for the issuance of a charter ; and (D) all rights, assets and property of the Public Corporation upon transfer shall be vested in the entity receiving and accepting the same, together with any pertinent obligations and liabilities. Section 44. MERGER. A Public Corporation created by this ordinance may merge with or into another public corporation organized under this ordinance. An application for such merger shall be filed by one of the public corporations, and shall be processed in the same manner as an application for a charter. In the event of such a merger, all of the rights, assets and property of the Public Corporation shall vest in the surviving or successor Public Corporation. Section 45. CONSTRUCTION. This ordinance shall be literally construed so as to effecutate its purposes and the purposes of RCW 35.21.725 through .755. Section 46. WAIVER. When requested by a Public Corporation, in order to secure or carry out federal grants or programs, the City Council, by resolution, may waive compliance by the Public Corporation with any of the terms and conditions of this ordinance, • upon a finding that such waiver is necessary to enable the Public Corporation to secure and carry out such a grant or program. Section 47. SEVERABILITY. In the event a court of competent jurisdiction shall adjudge any clause, sentence or paragraph or section of this ordinance to be invalid or unconstitutional, such judgment or decree shall not effect, invalidate or impair the remainder of this ordinance as long as the intent or purpose of such clause, sentence, or paragraph or section has not been altered or frustrated thereby; and as long as no recourse is per- mitted to the assets, credit or services of the City on account of the acts or omissions of the Public Corporation. The effect of such judgment or decree shall be confined to the clause, sentence, paragraph, or section or part of this ordinance so adjudged to be invalid or unconstitutional. Section 48. EFFECTIVE DATE. This ordinance shall take effect five (5) days after publication. PASSED by the City Council of the City of Port Angeles at a regular meeting of the Council held on the jrAd_ day of , 1981. ATTEST: Marian_C. Parrish, City Clerk APPROVED AS TO FORM: Craig L. iller, City Attorney PUB SHED: \/1 �,a 9 i 98J