2026-04-08 Council Study Session PacketEdmonds City Council Agenda
April 08, 2026
Page 1
Agenda
Edmonds City Council
Study Session
CITY COUNCIL CONFERENCE ROOM
121 - 5TH AVENUE N, EDMONDS, WA 98020
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APRIL 08, 2026, 3:00 PM
STAFF AND COUNCILMEMBERS ATTEND COMMITTEE MEETINGS VIRTUALLY, AND MEMBERS OF THE
PUBLIC ARE ENCOURAGED TO ATTEND THE SAME WAY.
IF MEMBERS OF THE PUBLIC CANNOT ACCESS THE VIRTUAL COMMITTEE MEETINGS WITH THEIR
PERSONAL DEVICES, A MONITOR IS PROVIDED AT THE CITY COUNCIL CONFERENCE ROOM AT 121
5TH AVE N, EDMONDS WA.
1. CALL TO ORDER
2. STUDY SESSION ITEMS
1. Robert’s Rules of Order Presentation Only One Reading Required – City Clerk's Office (15
minutes)
2. Proposal for Coffee with Council First Reading – City Council Office (20 minutes)
3. ITEMS FOR FUTURE CONSENT
1. Update to Downtown Business Improvement District (BID) By-Laws First Reading –
Community Services and Economic Development (0 minutes)
ADJOURNMENT
For disability accommodations, materials in alternate formats, accessibility information, or language interpretation/ translation needs, please
contact the City Clerk at 425-775-2525 at your earliest opportunity. Providing at least 72-hour notice will help ensure availability.
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City Council Agenda Item 2.1
March 11, 2026 - Study Session
TITLE:Robert’s Rules of Order Presentation (Only One Reading Required)
DEPARTMENT:City Clerk's Office
PRESENTER:Luke Lonie
NEEDED FROM COUNCIL:Informational
RECOMMENDATION:Council will hear a presentation on the procedures around making
motions and when certain motions are out of order.
BUDGET:
Total Dollar Amount:n/a ☐ Approved in Budget
Fund(s):n/a ☐ Budget Reallocation Required
☒ No Budget Impact
PROBLEM/ISSUE STATEMENT:
The City Council has requested a brief presentation on Robert’s Rules, specifically an overview of
different types of motions and the process of making a motion.
CONTEXT, ANALYSIS, & ALTERNATIVES:
Council uses Robert’s Rules of Order as their parliamentary foundation. Occasionally legislative bodies
request refreshers on the procedures outlined in Robert’s Rules, as well as certain areas where Council
Rules of Procedure may overlap, deviate, or override Robert’s Rules, which is an allowable function of
Council rules. At the beginning of new Councilmembers’ terms and as a reminder of the procedural
rules, it is important to provide these updates occasionally.
RECOMMENDATION:
Council will hear a presentation on the procedures around making motions and when certain motions
are out of order.
BUDGET IMPACTS:
n/a
ITEM HISTORY:
n/a
ADDITIONAL INFORMATION:
ATTACHMENTS:
Robert's Rules Motions Presentation
Item 2.1
Packet pg. 2/49
Robert’s Rules
Overview
Item 2.1
Packet pg. 3/49
Why Robert’s Rules?
•Robert’s Rules of Order (RONR) acts as a meeting structure for
organizations of all kinds—from Homeowners’ Associations to state
legislatures and beyond.
•Establishes procedures for almost every scenario a Council may
encounter during its meetings
•Emphasizes each Councilmember having an equal voice on the dais
•Provides a legal framework by which Council decisions can be made
Item 2.1
Packet pg. 4/49
•Drive the intent of Council
•Precede deliberation/discussion of any action item
•Several different categories of motions:
o Main Motion (e.g., to approve, adopt)
o Subsidiary/Secondary Motions (e.g., to table,
amend, postpone)
o Bring-Back Motions (e.g., to reconsider, take
from table)
Motions
Item 2.1
Packet pg. 5/49
Order of Operations: Making a Motion
Motion Second
(if required)
Debate
(if allowed)
Chair
Restates
Motion
Vote Chair
Announces
Results
Item 2.1
Packet pg. 6/49
Clarity is key.
Item 2.1
Packet pg. 7/49
Amendments
•Must pertain to the main motion
•Cannot replace the main motion
•Should clearly modify a section of the main
motion (i.e., strike “x” and insert “y”)
•Cannot themselves be modified before the
current amendment has been resolved
Item 2.1
Packet pg. 8/49
Amendments Example
Main Motion: “I move to adopt an ordinance which
would allow underground parking garages to
extend 100 feet down.”
Item 2.1
Packet pg. 9/49
Amendments Example
•Amendment: “I move to amend the motion to
strike “100” and insert “90.”
•Amended Main Motion: “To adopt an ordinance
which would allow underground parking garages
to extend 100 90 feet down.”
Item 2.1
Packet pg. 10/49
Amendments Example
Not an Amendment: “To adopt an ordinance which
would allow underground parking garages power
lines to extend 100 feet down”
Item 2.1
Packet pg. 11/49
Amendments
•Must pertain to the main motion
•Cannot replace the main motion
•Should clearly modify a section of the main
motion (i.e., strike “x” and insert “y”)
•Cannot themselves be modified before the
current amendment has been resolved
Item 2.1
Packet pg. 12/49
Amendments Example
“To allocate $150,000 to Generic Nonprofit.”
Item 2.1
Packet pg. 13/49
Amendments Example
“To allocate $150,000 $10,000 to Generic Nonprofit
Council’s Training Budget.”
Item 2.1
Packet pg. 14/49
Amendments
•Must pertain to the main motion
•Cannot replace the main motion
•Should clearly modify a section of the main
motion (i.e., strike “x” and insert “y”)
•Cannot themselves be modified before the
current amendment has been resolved
Item 2.1
Packet pg. 15/49
Amendments Example
Main Motion: “I move to authorize the sale of up to
five units of flavored ketchup in any twelve-month
period.”
Item 2.1
Packet pg. 16/49
Amendments Example
•Amendment: “I move to amend the motion to
strike the words ‘five’ and ‘twelve,’ and insert
the words ‘ten’ and ‘six.’
•Amended Motion: “To authorize the sale of up
to five ten units of flavored ketchup in any
twelve six-month period.”
Item 2.1
Packet pg. 17/49
Amendments Example
•Amendment: “I move to amend the motion to
strike the word ‘flavored.’”
•Amended Motion: “To authorize the sale of up
to five units of flavored ketchup in any twelve-
month period.”
Item 2.1
Packet pg. 18/49
Amendments Example
•Amendment: “I move to amend
the motion to insert the word
‘banana’ before the word
‘flavored.’”
•Amended Motion: “To authorize
the sale of up to five units of
banana flavored ketchup in
twelve-month period.”
Image Credit: https://cdn1.matadornetwork.com/blogs/1/2021/08/banana-ketchup-social.jpeg
Item 2.1
Packet pg. 19/49
Amendments
•Must pertain to the main motion
•Cannot replace the main motion
•Should clearly modify a section of the main
motion (i.e., strike “x” and insert “y”)
•Cannot themselves be modified before the
current amendment has been resolved
Item 2.1
Packet pg. 20/49
Amendments Example
Main Motion: “I motion to move the internal
combustion engine-powered car forward using its
six-cylinder engine.”
Item 2.1
Packet pg. 21/49
Amendments Example
•Amendment: “I motion to amend by striking the
word “six” and inserting the word “eight.”
•Amended Motion: “To move the internal
combustion engine-powered car forward using
its six eight-cylinder engine.”
Item 2.1
Packet pg. 22/49
Amendments Example
•2nd Amendment: “I move to amend the
amendment to replace ‘six-cylinder engine’ with
‘electric motor.’”
•Amended Amendment: “To move the internal
combustion engine-powered car forward using
its six cylinder engine electric motor.”
Item 2.1
Packet pg. 23/49
Amendments Example
Twice-Amended Motion: “To move the internal
combustion engine-powered car forward using its
electric motor.”
Item 2.1
Packet pg. 24/49
Withdrawals?
Basically…it depends.
Item 2.1
Packet pg. 25/49
Questions?
Item 2.1
Packet pg. 26/49
ADDITIONAL RESOURCES
Motions Chart PDF - Jurassic Parliament
Parliamentary Procedure Training Recording 05-20-2022
MRSC - Parliamentary Procedure: A Brief Guide to Robert's Rules of Order
Parliamentary Procedure Made-Easy (PDF) - Washington State University
Appendix 10 – Parliamentary Procedure (Mayor and Councilmember Handbook, MRSC)
Edmonds City Council Rules of Procedure – Resolution 1582
Thank you!
Item 2.1
Packet pg. 27/49
City Council Agenda Item 2.2
April 8, 2026 - Study Session
TITLE: Proposal for Coffee with Council (First Reading)
DEPARTMENT:City Council Office
PRESENTER:Vivian Olson
NEEDED FROM COUNCIL:Input
RECOMMENDATION:Council discussion on a monthly, council-sponsored, conversation with
council event that would offer the residents of Edmonds, a casual
setting for open dialogue and discussion.
BUDGET:
Total Dollar Amount:0 ☐ Approved in Budget
Fund(s):N/A ☐ Budget Reallocation Required
☒ No Budget Impact
PROBLEM/ISSUE STATEMENT:
City Council currently has a limited opportunity to hear from individual residents outside of the three
minute community comments allowed during council meetings, CM Olson researched the format and
success of other cities and towns that regularly host a casual conversation with their councils.
CONTEXT, ANALYSIS, & ALTERNATIVES:
Council members have individually hosted listening sessions over the past year in addition to regularly
scheduled office hours. The Edmonds Civic Roundtable (ECR) hosted coffee with council throughout
2024 with one member of the council at a time, sharing what brought that member to the role and a
little about their priorities and background followed by a question and answer period. In 2025, they
paired Councilmembers with a staff member for a specific topic. The council member and staff would
present on the given topic and then also followed by question and answer period. These events were
well received by the Edmonds community, prompting conversation for city council to sponsor their own,
ongoing event. In an effort to respond to residents’ wishes for more opportunities for one-on- one
dialogue with council members, a proposal is being made to formalize this type of event as a council
initiative. CM Olson provided data from other cities that host a similar event. Council members shared
their opinions with the Legislative Executive Assistant on a series of questions including frequency,
location, and which of the other cities’ format that they preferred. The responses are summarized and
provided (Exhibit A)
RECOMMENDATION:
Council discussion on a monthly, council-sponsored, conversation with council event that would offer
the residents of Edmonds, a casual setting for open dialogue and discussion.
BUDGET IMPACTS:
None
Item 2.2
Packet pg. 28/49
ITEM HISTORY:
In an effort to respond to residents’ wishes for more opportunities for one-on- one dialogue with council
members, a proposal is being made to formalize this type of event as a council initiative. CM Olson
provided data from other cities that host a similar event. Council members shared their opinions with
the Legislative Executive Assistant on a series of questions including frequency, location, and which of
the other cities’ format that they preferred. The responses are summarized and provided (Exhibit A)
ADDITIONAL INFORMATION:
ATTACHMENTS:
Conversation with Council White Paper
Conversation with Council Questionnaire
Conversation with Council Confidential Survey Results
Item 2.2
Packet pg. 29/49
Confidential Survey Results
QUESTION CM 1 CM 2 CM 3 CM 4 CM 5
Do you see value in AND want
to spend additional time
expanding community
engagement in 2026 with a
council conversation format?
YES or NO (Circle
choice that best fits your
preference)
Yes Yes Yes Not sure between
this and to move
directed specific
townhalls
No – concerns
due to elections /
campaign, so any
CM can do so on
their own
Is there a featured city’s format
that you like “as is”? Choose up
to two.
Kenmore, WA
Sammamish, WA
Kirkland, WA
Mountain View, CO
Englewood, CO
No
answer
Kenmore, WA Kirkland, WA Sammamish, WA
If proceeding with something
like this, what frequency would
you prefer?
Once a month Twice a
month
Once a
month
Twice a month Once a
month
Once a month or 3
per quarter or take
Aug and Dec off
The most budget friendly
approach is sub-quorum CM
attendance, and either at a
place where people “buy their
own food or beverage” or with
no refreshments served. Are
you satisfied with such an
approach, at least to start?
Yes Yes, sub
quorum and
budget friendly
Yes Yes
Item 2.2
Packet pg. 30/49
YES or NO
Do you prefer to be at an
establishment where food or
beverage is available for sale
over the “no refreshment”
option? YES or
NO
Yes Yes, prefer
where
refreshments
can be
purchased
Yes Yes
If the preference is for a single
location to meet, do you agree
that somewhere between Five
Corners & the intersection of
212th and 76th by EWHS
(central) would be the right
geography to source that single
location? YES or NO
If NO, where do you think that
single geographic area should
be?
Burger
King on
corner of
76th and
212th
If 2x per month
– 2 different
lcations
No, they
should be all
over the city
No, limited options
Any other input on this specific
proposal about council
conversations or the more
general subject of community
engagement in 2026?
If there are
subjects that
CMs would like
feedback from
community of,
they could bring
to this even
Concerns about
topics bleeding
into election /
campaign topics
Item 2.2
Packet pg. 31/49
What?
A proposal by CM Vivian Olson to expand the regularity and interaction, and
decreasing the formality, of communication between the public and city council.
Why?
The Edmonds Civic Roundtable (ECR) hosted coffee with council throughout 2024 with
one member of the council at a time (sharing what brought that member to the role and
a little about their priorities and background, then Q and A). In 2025, they paired
Councilmembers (CMs) with a staff member for a specific topic (presentation on the
topic followed by Q and A). These events were well received by the Edmonds
community, which has expressed a thirst for “more than 3 minutes at the mic with no
response” (as is said about the audience comment feature of our council meetings). I
have also hosted a couple of listening sessions in the last quarter. While all
communication with the public is great, it seems more appropriate for council to
formalize this as a council initiative instead of it being hosted by a single CM or a civic
organization.
How?
This is open to discussion. Approaches already in place by other city councils are on the
following pages, with a survey on the last page. Please read this email, take the survey,
and provide your completed survey to Teresa by Friday March 6th. This will help inform
the agenda memo and recommendation that will be in the packet for the March 11th
study session.
The things that will lend to the cost and narrative of this initiative, if we choose to
proceed, are:
--OPMA (keeping CM attendance at the meeting at 3 or fewer keeps it budget neutral-
no notice required and no minutes to write or post after the fact)
--geographic location (does simplicity of same location trump moving around to all
corners of the city, or vice versa? If one location, central?)
--accessibility (ADA for the physical space? Do we allow for a facetime option? Is there
parking or transit available?)
When?
--Frequency (how many times a month)?
--What time(s) of the day, what day(s) of the week?
Item 2.2
Packet pg. 32/49
Where?
--coffee shop or casual restaurant, ideally one that doesn’t have a lot of background
noise
--one central location that is the same each time? Or move it around?
1. Kenmore, WA
Coffee with Council
A more intimate setting with a few Councilmembers for candid conversation over
coffee.
Coffee with Council is now held in person at the Hangar, located across the street from
City Hall at 6728 NE 181st Street, on the 2nd Monday of each month at 7:30 a.m. and
3rd Saturday of each month at 9:30 a.m.
Check out the calendar for upcoming meetings and information on how to join.
The Council does take a break from meetings and Coffee with Council during the
months of August and December.
2. Sammamish, WA
Coffees with Council
First Saturdays
930-1030am at Metropolitan Market
3. Kirkland, WA
Conversations with Council
A Meaningful Way to Engage in Your City
Kirkland offers many ways for residents to take part in their city—depending on
how much time, interest, or leadership they want to bring. From attending
meetings and serving on boards and commissions to participating in community
events and sharing feedback, civic engagement looks different for everyone.
Kirkland is committed to being a welcoming, connected community where every
resident has the opportunity to be informed, to be heard, and to help shape our
Item 2.2
Packet pg. 33/49
shared future. Civic engagement isn’t just encouraged-- it’s how we build a city
that reflects the values and voices of the people who live in it.
Conversations with Council is one more way the City is expanding access to City
Council and creating real, approachable opportunities for residents to connect,
share
perspectives, and be part of the civic life of Kirkland.
Upcoming Q1 2026 Events
The City will host three Conversations with Council gatherings per quarter.
Events are announced on a quarterly basis.
Monday, January 26 | 9:00–11:00 a.m. at Peter Kirk Community Center
Saturday, February 21 | 11:00 a.m.–1:00 p.m. at Kingsgate Library
Thursday, March 19 | 4:00–6:00 p.m. at North Kirkland Community Center
About the Program
Conversations with Council is a new City of Kirkland pilot program -- launched in
January 2026 -- which is designed to create more informal, accessible
opportunities for community members to connect directly with City
Councilmembers outside of formal meetings.
These gatherings are intentionally casual and welcoming. There is no agenda, no
presentation, and no prepared remarks—just conversation. Community members
are invited to drop in at any point during the event window to share ideas, ask
questions, and get to know their elected officials through small-group or one-on-
one conversations.
Strong communities are built through connection. Conversations with Council is
intended to:
Expand access to City Council beyond traditional meetings
Meet community members where they are
Create space for listening, relationship-building, and shared understanding
Reach residents who may not typically participate in formal civic processes
Feedback from participants will help shape and evolve the program over time.
Item 2.2
Packet pg. 34/49
Locations
Events are hosted at rotating locations across Kirkland to ensure geographic
diversity and accessibility. Locations may include:
Community centers
Libraries
Parks
City facilities
Local commercial and community spaces
What to Expect
A casual, welcoming environment
Opportunities to speak directly with Councilmembers - there will be 2-3
Councilmembers at each session, on a rotating basis
No speeches or formal presentations
Light refreshments may be available, depending on the location
No registration required
4. Mountain View, Colorado
Join the Conversation: Informal Forums with the Mayor and Council
Have you ever wanted to share your thoughts with your local leaders but felt hesitant
about speaking during a formal council meeting? You’re not alone! Many residents have
told us that the structure of public comment periods—like time limits and remote
participation rules—can feel restrictive. That’s why the Mayor and Council are
introducing a new way to connect: informal community forums held throughout the year.
These forums are casual, drop-in events designed to encourage open conversations
between residents and their elected representatives. There’s no microphone, no timer—
just a welcoming space for discussion, with light refreshments to enjoy while you chat.
Mark your calendars!
At the Mayor’s Home: April 16, June 18, October 15
At Town Hall: May 17, July 19
Item 2.2
Packet pg. 35/49
Each forum is a chance to share your ideas, ask questions, and learn about the latest
town initiatives. Some gatherings will include brief presentations on timely topics, while
others will be shaped by the conversations you bring to the table.
We hope this initiative not only strengthens communication between town leadership
and residents but also fosters connections among neighbors. Your input matters—let’s
talk about what’s important to you, in a space that feels comfortable and collaborative.
We look forward to seeing you there!
5. Englewood, CO
Conversations With Council
Looking for a way to connect with your Englewood City Council members? The City of
Englewood is revamping Cocktails with Council into Conversations with Council
featuring rotating seasonal themes. These events will be held each quarter in a different
district around the city. Come with questions or simply come to chat and observe!
Upcoming 2026 Dates:
Friday, January 30
Conversations with Council at Nixon's Coffee House
Meet with council members at Nixon’s Coffee House to ask questions, share ideas or
simply connect with fellow community members in a relaxed setting. Coffee will be
provided, and all Englewood community members are welcome.
Time:
8-10 a.m.
Location:
Nixon's Coffee House (871 Englewood Pkwy.)
Item 2.2
Packet pg. 36/49
1) Do you see value in AND want to spend additional time expanding
community engagement in 2026 with a council conversation format?
YES or NO (Circle choice that best fits your preference)
2) Is there a featured city’s format that you like “as is”? Choose up to two.
Kenmore, WA Sammamish, WA
Kirkland, WA Mountain View, CO
Englewood, CO
3) If proceeding with something like this, what frequency would you prefer?
Once a month Twice a month
4) The most budget friendly approach is sub-quorum CM attendance, and
either at a place where people “buy their own food or beverage” or with no
refreshments served. Are you satisfied with such an approach, at least to
start?
YES or NO
5) Do you prefer to be at an establishment where food or beverage is
available for sale over the “no refreshment” option? YES or
NO
6) If the preference is for a single location to meet, do you agree that
somewhere between Five Corners & the intersection of 212th and 76th by
EWHS (central) would be the right geography to source that single
location? YES or NO
If NO, where do you think that single geographic area should be?
______________________________________________
7) Any other input on this specific proposal about council conversations or
the more general subject of community engagement in 2026?
Item 2.2
Packet pg. 37/49
City Council Agenda Item 3.1
April 8, 2026 - Study Session
TITLE:Update to Downtown Business Improvement District (BID) By-Laws
(First Reading)
DEPARTMENT:Community Services and Economic Development
PRESENTER:Megan Luttrell
NEEDED FROM COUNCIL:Informational
RECOMMENDATION:Forward this item to the April 14, 2026 consent agenda for full Council
approval.
BUDGET:
Total Dollar Amount:0 ☐ Approved in Budget
Fund(s):N/A ☐ Budget Reallocation Required
☒ No Budget Impact
PROBLEM/ISSUE STATEMENT:
When the BID was established, it adopted bylaws to govern its operations. Under ECC 3.75.120,
amendments to those bylaws require approval from the City Council.
On March 30, 2026, the BID Board met to review the proposed amendments and voted to recommend
approval.
CONTEXT, ANALYSIS, & ALTERNATIVES:
As the BID reviewed board member term limits ahead of their regularly scheduled annual meeting in
April, it became clear that active members would be required to step down under the existing bylaw
term limits. Because the Board is currently developing a 3–5 year work plan, they determined that the
current term limit structure, while originally well intention, would disrupt the continuity and
institutional knowledge needed to carry this work forward.
To address this, the Board has approved removing term limits for both board members and officer
positions. To ensure accountability over time, they also added a requirement to review this decision
every five years and make adjustments if needed.
The specific bylaw updates are outlined in the attached document.
RECOMMENDATION:
Forward this item to the April 14, 2026 consent agenda for full Council approval.
BUDGET IMPACTS:
None.
ITEM HISTORY:
The bylaws were last updated in 2017.
ADDITIONAL INFORMATION:
Item 3.1
Packet pg. 38/49
ATTACHMENTS:
Proposed Update to BID Bylaws
Item 3.1
Packet pg. 39/49
1
BY-LAWS
OF THE
EDMONDS DOWNTOWN BUSINESS IMPROVEMENT DISTRICT
MEMBERS ADVISORY BOARD
(Approved by the Alliance Board on July 13, 2017; Approved by City Council on August 15, 2017 Approved by the
Alliance Board on March 30, 2026; Approved by City Council on April XX, 2026)
ARTICLE I
Section 1.1 Definitions. As used in these Bylaws, the following terms shall have the following
meanings:
(a) “Board” means the Edmonds Downtown Business Improvement District
Members Advisory Board
(b) “RCW” means the Revised Code of Washington.
(c) “ECC” means the City of Edmonds Code.
ARTICLE II
PURPOSE OF THE BOARD
Section 2.1 Advisory Capacity. The Board shall serve in advisory capacity regarding the uses
of Business Improvement District assessments collected under ECC Chapter 3.75.020 and 3.75.040 which
shall include recommending annual business plans pursuant to ECC 3.75.120
ARTICLE III
NAME AND PURPOSE OF THE EDMONDS DOWNTOWN BUSINESS IMPROVEMENT DISTRICT
Section 3.1. Name of Business Improvement District. The name of the Edmonds Downtown
Business Improvement District is Ed! - Edmonds Downtown Alliance (the “Alliance”)..
Section 3.2. Purpose of Edmonds Downtown Business Improvement District. The purpose
of the Alliance as an economic unit shall be to encourage, promote, and participate in activities
enhancing the general economic conditions within the Alliance boundaries by engaging in activities
related to the following:
A. Marketing & Hospitality: may include maps/brochures/kiosks/directories, web site, social
media, marketing/advertising campaigns, holiday decorations, street performers/artists,
historic education/heritage advocacy, special public events
Item 3.1
Packet pg. 40/49
2
B. Safety & Cleanliness: may include maintenance, security, pedestrian environment
enhancements
C. Appearance & Environment: may include design enhancements, neighborhood advocacy &
communication, streetscapes/lighting/furniture
D. Transportation: may include transportation alternatives, directional signage, parking
management & mitigation
E. Business Recruitment & Retention: may include education/seminars, market research,
business recruitment
F. Administration: may include contract staff & professional services, administration costs
ARTICLE IV
ESTABLISHMENT OF EDMONDS DOWNTOWN BUSINESS IMPROVEMENT DISTRICT
Section 4.1. Composition of the Alliance. City of Edmonds Ordinance 3909, adopted on
January 15, 2013, added a new Chapter to the Edmonds City Code Titled Chapter 3.75, Business
Improvement District, thus establishing the Edmonds Downtown Business Improvement District. The
Business Improvement District consists of rate paying members of the business community within a
defined BID boundary (see Attachment A). Governmental entities, public utilities, nonprofits operating
under Internal Revenue Code section 501(c)(3) will not be assessed. ECC 3.75.120 calls for the
establishment of a Board to direct the affairs of the Alliance.
ARTICLE V
OFFICERS AND BOARD MEMBERSHIP
Section 5.1. Alliance Board
a. Composition: The Alliance Board shall consist of seven to eleven Alliance members.
To the best possible degree, members of the Alliance Board will be composed of
both open door and by appointment Alliance members in rough proportion to the
dollar value of assessments to be levied on each classification of businesses.
Additionally, Alliance members strive for Board makeup that represents distribution
by district location and types of service, retail, and size of business. Per ECC
3.75.120, the City of Edmonds Finance and Community Services/Economic
Development Directors, shall serve as non-voting ex officio members of the Board..
b. Eligibility: All members, in good standing and having fulfilled the requirements of
membership, of the Alliance shall be eligible to serve on the Board. Each Board
member will serve a term of three (3) years. Approximately one-third (1/3) of the
authorized number of board members shall be elected each year at an annual
meeting of Alliance members for terms of three (3) years each, from and after
election, by a majority vote of Alliance members in attendance at the annual
meeting, or by absentee ballot. The Board shall review Board member terms in
Section 5.1 to determine if changes are needed to address the length of terms or
the need for term limits every five (5) years, with the first review no later than
Formatted: List Paragraph, Indent: Left: 1.25", Right:
0.41", Space Before: 0.05 pt, Numbered + Level: 2 +
Numbering Style: a, b, c, … + Start at: 1 + Alignment:
Left + Aligned at: 1.25" + Indent at: 1.5", Tab stops: 1.5", Left
Item 3.1
Packet pg. 41/49
3
February 1st, 2031. After the completion of two (2) consecutive three (3) year
terms, one (1) year must elapse before the member is again eligible for re-election
to the Board.
b.c. Annual Election: Members will be notified of the time and place of the Annual
Meeting of Members in an announcement accompanying the solicitation of
nominees to the Board for the following year. This notification shall also go to the
City of Edmonds. This notification must be sent at least 30 days prior to the Annual
Meeting and shall require that all board nominations be received at least 14 days
prior to the date of the annual meeting. The membership committee of the Alliance
Board shall compile all nominations received and shall provide nominations, as
necessary, in addition to those received from the Alliance members. A second
notice of the Annual Meeting, along with a list of candidates, and an absentee
ballot, will be sent to all members at least seven (7) calendar days prior to the
Annual Meeting (see Article VIII, Section 8.1). The absentee ballot may be returned
no later than the date of the Annual Meeting. An agenda of business to be
conducted will also be included. This agenda must include the item of annual
election of Board members. The Annual Meeting shall be held in the month of April,
or as determined by the Alliance Board.
c.d. Vacancies: If for any reason a place on the Alliance Board becomes vacant before a
term of membership expires, the vacancy shall be filled by appointment by the
president of the Alliance Board with the majority approval of the Alliance Board at
the time of the appointment.
d.e. Attendance at Meetings. Attendance at all meetings is expected of Board members.
Any member of the Board anticipating an absence from a scheduled meeting shall
notify the President of the Board or Secretary in advance of the meeting.
e.f. Removal of Members.
(a) If a member of the Board is absent from three (3) consecutive regular
meetings of the Board without reasonable cause as determined by the
Board, such member may be considered to have tendered his or her
resignation to the Members Advisory Board, and may be notified in writing
by the Secretary of that fact. The Board has discretion to waive such
resignation for reasons deemed valid.
(b) Members of the Board may be removed by the Edmonds City Council for
misfeasance or for other reasons pursuant to general removal provisions
enacted by the Edmonds City Council for boards and commissions.
f.g. Conflicts of Interest.
(a) No Board member shall be beneficially interested, directly or indirectly, in
any contract which may be made by, through or under the supervision of
the Board, in whole or in part, or which may be made for the benefit of his
or her office, or accept, directly or indirectly, any compensation, gratuity or
reward in connection with such contract from any other person beneficially
interested therein, except as provided by paragraph (b) below.
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(b) A Board member is not interested in a contract, within the meaning of
paragraph (a) above and RCW 42.23.030, if (i) he or she has only a remote
interest in the contract (as that term is defined in RCW 42.23.040), (ii) the
extent of his or her interest is disclosed to the Board and noted in the
official minutes of the Board prior to the formation of the contract, and (iii)
thereafter the Board authorizes, approves or ratifies the contract in good
faith by a vote of its membership sufficient for the purpose without
counting the vote of the member having the remote interest.
(c) Alliance Board members shall serve without compensation.
Section 5.2. Officers. The Officers of the Alliance Board shall be a President, Vice President,
Secretary, and Treasurer.
a. Election and Terms of Officers. The officers of the Board shall be elected from
among its members at the first regular Annual Meeting following the Annual
Meeting of Members held in each calendar year. Officers may be elected to
successive terms., The Board shall review Officer terms in Section 5.2 to
determine if changes are needed to address the length of terms or the need for
term limits every five (5) years, with the first review no later than February 1st,
2031. provided, however, that no person shall serve as an officer for more than
two (2) consecutive terms.
b. Powers and Duties. The officers of the Board shall have the following duties:
(a) President: The president shall preside over the Annual Meeting of the
Alliance members and all Board meetings. The president shall prepare
meeting agendas in consultation with the Secretary or the Alliance
administrator (if hired) as deemed appropriate by the president. The
president shall appoint members to fill any unexpired term of the Alliance
Board as described under Article V, Section 5.1 (d) Vacancies. The president
shall be responsible for the overall governance and direction of the Alliance.
(b) Vice-President: The vice-president shall fulfill all the functions of the
president in his/her absence. The vice-president shall ensure that either
he/she or the Alliance administrator (if hired) maintains a current
membership roster as set forth in Article VII, Section 4 and sends it, semi-
annually, to the Program Coordinator of the City’s Economic Development
Department.
(c) Secretary: The secretary shall have the responsibility to record and verify all
minutes of the Board meetings and prepare and send agendas for board
meetings and annual meetings of members in addition to posting Alliance
meeting minutes on the Alliance website or ensure that the Alliance
administrator (if hired) execute all or part of this responsibility.
(d) Treasurer: The treasurer shall have the responsibility to oversee the
finances of the Alliance and provide the Board and City of Edmonds with
quarterly financial statements and the Alliance members with an annual
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financial statement. He/she shall serve as liaison to the City of Edmonds on
all matters of mutual financial concern. He/she will work with the Alliance
administrator or board contracted agent on all employee, state and federal
tax reporting.
c. Purchasing. The President and Treasurer and Alliance Administrator (if hired) are
authorized to make purchases pursuant to Board approvals. The President and
Treasurer may make purchases not to exceed two hundred fifty dollars ($250)
without prior Board approval so long as such purchases are directly related to
Board-approved work plan programs, projects or activities.
Section 5.3. Alliance Officer Nominations. The nomination and election of the officers of
the Alliance shall be done at the start of the first Board meeting following the Annual Meeting [see
Article VIII, Section 8.2(a)] with the nominating and electing process as follows.
a. The floor shall be opened to nominations and closed when all nominations have
been made. Nominees must be present, or have submitted a letter of intent.
b. The nominees for each office shall be announced.
c. An election by secret and written ballot shall be made by those members in
attendance at the Alliance Board meeting. Each office will be voted on separately.
d. The Alliance administrator (if hired) shall tally the votes and announce the winners.
In the event of a tie, an election will be conducted between the two individuals and
the process repeated until a winner is proclaimed. In the event of no Alliance
administrator, the President shall appoint a board member to tally the votes and
announce a winner.
Section 5.4. Standing Committees. During the third quarter of each year, the Alliance Board
shall develop an operational budget and form standing committees. At Alliance Board discretion,
committees may be added or removed, but the following requirements will apply:
a. Each non-officer Board member will participate on a committee.
b. The president may be a non-voting ex-officio member of all committees.
c. Committee membership may include member volunteers and others with a tangible
interest in the welfare of the Alliance as determined by the Board.
d. Committee members shall annually, during the third quarter, recommend a
schedule of future action and activities for the following year’s work plan and
budgeting purposes. Once the budget is approved by the Alliance Board and
Edmonds City Council, each committee shall oversee the schedule of projects, with
the assistance of the Alliance administrator (if hired). In the absence of committee
oversight of the schedule of projects, the Alliance Board president, vice president or
other designated Board member may provide such oversight.
Marketing Committee
The committee shall direct activities toward stimulation of general commerce,
promotion and creation of the Alliance’s image and creation of marketing strategies in
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order to attract targeted groups.
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Appearance and Environment (includes beautification and maintenance) Committee
In coordination with other local efforts, the committee shall plan for possible capital,
beautification and maintenance projects as appropriate within and extending to the
boundaries of the Alliance. The committee shall recommend an adequate schedule for
pedestrian amenities, street areas and Alliance parking enhancements, signage
improvements, and any other beautification or maintenance projects as may be
approved by the Alliance Board. In the event of no Alliance administrator, the schedule
will be supervised by the Alliance Board President, Vice President, or designated Board
Member or Alliance member.
Professional Business Resources, Recruitment and Retention Committee
The committee shall research and make recommendations for coordinating business
education/training classes/seminars, helping recruit businesses, and market research.
The committee may also develop a list of product categories and services currently
available in the area. The most desirable mix of products and services shall be reviewed
and recommended by this committee based on market research. The committee shall
make recommendations to the Alliance Board for how to best utilize information and
research for the good of the Alliance.
Communications and Outreach Committee
The committee shall be responsible for overall communications with Alliance members
and the nomination process for Alliance Board members. The committee shall be alert
during the year to identify those members who have shown an interest and desire to
serve on the Alliance Board and its committees, in order to provide assistance to the
Alliance in selection of Alliance Board members. This committee will assure that officers
carry out the requirements of the Annual Meeting (see Article V, Section 5.1(c) and
Article VIII, Section 8.1) and shall be responsible for general communications with
members (via mail, email, website or any other form of communication).
ARTICLE VI
PROGRAM MANAGEMENT
Pursuant to ECC.3.75.140, the Alliance Board may create a separate organization or entity, incorporated
with the State of Washington, responsible for the management of Alliance administration and programs.
This entity will enter into an agency agreement with the City of Edmonds.
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ARTICLE VII
EDMONDS BUSINESS IMPROVEMENT DISTRICT CONSULTANT SERVICES
The Alliance Board may contract for consultant services under the direction of the president with the
concurrence of the Board. Such consultants’ remuneration and duties may be governed by a contract or
employment and description of job duties. For services outside of the purchasing threshold, as
identified in the City of Edmonds purchasing policy adopted by the Alliance Board, a proposal process
will be required. All eligible proposers, including Alliance members or associates, shall have the option
to propose. To make the selection procedure as transparent as possible, the instructions to consultants
shall specify the evaluation criteria and the period of validity of submittals. The Alliance Board will
review and process all proposals based on pre-determined criteria and overall value (economic and
otherwise) to the Alliance.
ARTICLE VIII
MEMBERSHIP
Section 8.1. Membership shall consist of all business owners located within the boundaries
of the Edmonds Downtown Business Improvement District as detailed in Attachment A and Ordinance
3909.
Section 8.2. In the case of corporations or partnerships, the business shall designate an
individual and his/her alternate to represent it officially. There shall be no duplication or expansion of
membership by reason of the internal organization of any member company.
Section 8.3. Membership shall consist of all rate-paying persons, partnerships or business
owners who maintain a place of business within the boundaries of the Alliance. Governmental entities,
public utilities, nonprofits operating under Internal Revenue Code section 501(c)(3) shall be exempt
from assessment and membership. However, voluntary payment of the corresponding assessment
amounts per ECC3.75.040 by an exempt entity shall constitute membership in the Alliance.
Section 8.4. The Alliance vice president, with the assistance of the Alliance administrator (if
hired) shall be responsible for the preparation of a membership list setting forth the names and
addresses of members and the official representative and alternate representative of each. A
representative once designated shall be conclusively presumed to continue in the capacity until the
receipt of written notice, from an officer of the member firm, naming a replacement.
Section 8.5. No stock or shares in the Alliance will be issued.
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ARTICLE IX
MEETINGS OF THE EDMONDS DOWNTOWN BUSINESS IMPROVEMENT DISTRICT
Section 9.1. Annual Meeting of Members. The Annual Meeting of Members of the Alliance
shall be held in the month of April for the purpose of electing members of the Alliance Board of
Directors. Other business shall include any appropriate items. Notice of the Annual Meeting shall
accompany the solicitation of nominees sent at least thirty (30) days prior to the Annual Meeting. It is
the responsibility of members to notify the Alliance and City of Edmonds of any change of address or
ownership.
Section 9.2. Meetings of Alliance Board.
a. At the next regularly scheduled Alliance Board meeting following the Annual Meeting of
Members, the Board will elect the officers of the Alliance Board. (See Article V, Section 5.3)
b. The Alliance Board shall meet no less frequently than once a quarter, on the second
Thursday of the first month of each quarter at 8:00 am, except that no meeting is required
in December. Draft minutes of the previous Alliance Board meeting and any
communications from standing committees will be delivered to each member of the Alliance
Board three (3) days prior to the meeting. Notice of the regular Board meetings will be
provided as required by state statutory provisions.
c. The Alliance’s secretary, or designee, shall keep accurate minutes of the proceedings and
decisions of the Alliance Board meetings. The Alliance’s secretary shall verify the Board
minutes prior to delivery to the Alliance Board prior to the following meeting, in addition to
posting Board-approved Alliance6meeting minutes on the Alliance website.
d. Any member may attend any meeting of the Alliance Board and this policy shall be posted
on the Alliance website. Upon request, a member may speak to an item before the Alliance
Board for a period of time as determined by the Board. Upon request, a member may raise
issues for discussion by the Board, but notification to Board members must precede the
discussion. Non-Board member Alliance members may not vote at Board Meetings.
e. For the purposes of conducting business, a majority gathering of Alliance Board Members
will be considered a quorum of the Alliance.
f. A majority of those voting, if quorum is present, shall constitute a deciding vote by the
Alliance.
g. The president may declare emergency Board meetings and waive required notice pursuant
to RCW 42.30.070.
Section 9.3. Special Meetings. Special meetings of the Alliance may be held any time upon
the request of three (3) or more Alliance Board members who may desire to call such a meeting,
providing that these Board members first notify the community services/economic development
director who shall provide notice according to the public notice requirements for special meetings set
out by state statutory and city code provisions.
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ARTICLE X
SEAL
The Alliance shall have no seal until such a time as the Alliance Board and president of the Alliance may
adopt one as part of an appropriate resolution.
ARTICLE XI
AMENDMENT OF BY-LAWS
These by-laws may be altered, supplemented, amended or repealed at any regular or special meeting of
the Alliance Board as designated in board quorum, Article VIII, section 2 (f), provided notice of the
proposed change has been mailed to all members at least ten (10) days prior to the meeting at which
such proposed change is to be considered.
ARTICLE XII
ASSESSMENT
No member of the Alliance shall be personally liable for the debts or liabilities of the Alliance, except to
the extent of any unpaid portion of dues or assessments or signed contracts with the Alliance. Dues or
assessments shall be established per City of Edmonds Ordinance 3909. It is expressly provided that,
without limiting the generality of this provision, no assessment, charge or levy shall ever be made by any
receiver, trustee in bankruptcy, assignee for the benefit of creditors, court or judgment creditor.
ARTICLE XIII
PROCEDURE
The rules contained in the current edition of Robert's Rules of Order Newly Revised, and more
specifically, the modified rules for small boards and committees, shall govern the Alliance in all cases to
which they are applicable and in which they are not inconsistent with these bylaws and any special rules
of order the Alliance may adopt.
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