2009.02.03 Transportation Benefit District Board A
AGENDA
City of Edmonds
Transportation Benefit District Board
Council Chambers, Public Safety Complex
250 5th Ave. North, Edmonds
______________________________________________________________
February 3, 2009
7:15 p.m.
Call to Order
1. Approval of Agenda
2. Approval of Consent Agenda Items
A. Roll Call
3. AM-2058
(20 Minutes)
Review and approval of Charter and Bylaws.
4. AM-2060
(10 Minutes)
Election of Board Officers.
5.Audience Comments (3 minute limit per person)
6. (15 Minutes)Board Comments
Adjourn
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AM-2058 3.
Review and Approval of Charter and Bylaws
Transportation Benefit District Board
Date:02/03/2009
Submitted By:Stephen Clifton Time:20 Minutes
Department:Community Services Type:Action
Information
Subject Title
Review and approval of Charter and Bylaws.
Previous TBD Action
No previous action taken by the Transportation Benefit District Board.
Narrative
Pursuant to Ordinance No. 3707 of the City, passed on November 18, 2008, the City authorized
and approved the creation of a Transportation Benefit District, designated as the Edmonds
Transportation Benefit District, coextensive with the boundaries of the City, for the purpose of
exercising certain powers available under the Statute as limited by the ordinance, codified as
Chapter 3.65 of the Edmonds City Code. The governing board of the Transportation Benefit
District is the Edmonds City Council acting in an ex officio and independent capacity per RCW
36.73.020(3).
The February 3, 2009 Transportation Benefit District Board meeting is the first meeting of this
newly formed entity. One of the first acts needing to be performed by the Transportation Benefit
District is to adopt a charter and bylaws which will lay a foundation for how the Transportation
Benefit District is to function. A charter is a document incorporating an institution and specifying
its rights while bylaws are essentially rules made by a local authority to regulate its own affairs.
Fiscal Impact
Attachments
Link: Exhibit 1 - Draft Charter
Link: Exhibit 2 - Draft Bylaws
Form Routing/Status
Route Seq Inbox Approved By Date Status
1 City Clerk Sandy Chase 01/28/2009 01:15 PM APRV
2 Mayor Gary Haakenson 01/28/2009 01:25 PM APRV
3 Final Approval Sandy Chase 01/28/2009 04:12 PM APRV
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3 Final Approval Sandy Chase 01/28/2009 04:12 PM APRV
Form Started By: Stephen
Clifton
Started On: 01/28/2009 10:40
AM
Final Approval Date: 01/28/2009
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D R A F T
CHARTER
of the
EDMONDS TRANSPORTATION BENEFIT DISTRICT
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TABLE OF CONTENTS
Page
ARTICLE I NAME ......................................................................................................1
Section 1.01 Name ...........................................................................................................1
ARTICLE II NATURE AND PURPOSES ...................................................................1
Section 2.01 Nature of the District . .................................................................................1
Section 2.02 Purposes.......................................................................................................1
Section 2.03 Limitations on Liability ..............................................................................2
Section 2.04 Mandatory Disclaimers ...............................................................................2
ARTICLE III DISSOLUTION .......................................................................................3
Section 3.01 Perpetual Existence .....................................................................................3
ARTICLE IV POWERS; INDEMNIFICATION ...........................................................3
Section 4.01 Powers .........................................................................................................3
Section 4.02 Indemnification ...........................................................................................4
ARTICLE V BOARD OF DIRECTORS; EXECUTIVE DIRECTOR; ATTORNEY .4
Section 5.01 Board Powers . ............................................................................................4
Section 5.02 Board Composition .....................................................................................4
Section 5.03 Board Officers .............................................................................................4
Section 5.04 Removal of Board Members .......................................................................5
Section 5.05 Conflict of Interest.......................................................................................5
Section 5.06 Attorney ......................................................................................................5
ARTICLE VI MEETINGS .............................................................................................5
Section 6.01 Board Meetings ...........................................................................................5
Section 6.02 Board Quorum and Concurrence ................................................................5
Section 6.03 Open Public Meetings .................................................................................6
Section 6.04 Minutes ........................................................................................................6
Section 6.05 Material Change Policy and Annual Report................................................6
ARTICLE VII BYLAWS .................................................................................................6
Section 7.01 Bylaws .........................................................................................................6
ARTICLE VIII AMENDMENT TO CHARTER ..............................................................6
Section 8.01 Proposals to Amend Charter .......................................................................6
Section 8.02 Board Consideration of Proposed Amendments .........................................6
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Section 8.03 Vote Required for Proposals to Amend the Charter....................................7
Section 8.04 Public Hearings ...........................................................................................7
ARTICLE IX COMMENCEMENT ...............................................................................7
Section 9.01 Commencement ..........................................................................................7
ARTICLE X MISCELLANEOUS.................................................................................7
Section 10.01 Liberal Construction and Severability......................................................7
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CHARTER
of the
EDMONDS TRANSPORTATION BENEFIT DISTRICT
WHEREAS, the City Council (the “Council”) of the City of Edmonds, Washington (the
“City”) has determined that it is in the best interests of the City and its citizens to create a
Transportation Benefit District coextensive with the boundaries of the City in order to exercise
the powers available under Chapter 36.73 RCW (the “Statute”); and
WHEREAS, pursuant to Ordinance No. 3707 of the City (the “Ordinance”), passed on
November 18, 2008, the City authorized and approved the creation of a Transportation Benefit
District, designated as the Edmonds Transportation Benefit District (the “District”), coextensive
with the boundaries of the City, for the purpose of exercising certain powers available under the
Statute as limited by the ordinance, codified as Chapter 3.65 of the Edmonds City Code;
NOW, THEREFORE, this Charter is hereby granted to and approved by the District.
ARTICLE I
NAME
Section 1.01 Name. The name of the Transportation Benefit District shall be the
“Edmonds Transportation Benefit District.”
ARTICLE II
NATURE AND PURPOSES
Section 2.01 Nature of the District. The District shall be a Transportation Benefit
District organized pursuant to Chapter 36.73, Ordinance No. 3707 and Chapter 3.65 ECC. The
boundaries of the District shall be coextensive with the boundaries of the City. The District shall
be a municipal corporation, an independent taxing “authority” within the meaning of Article VII,
Section I of the Constitution of the State of Washington (the “Constitution”), and a “taxing
district” within the meaning of Article VII, Section 2 of the Constitution. The District shall be an
entity independent of and separate from the City.
Section 2.02 Purposes. The purpose of the District shall be to provide a separate legal
entity pursuant to Statute and Ordinance to exercise the powers available under the Statute, to,
but only to the extent authorized by the Ordinance. The primary purpose of the District shall be
the acquisition, construction, improvement, provision and/or funding of the maintenance of City
streets and related infrastructure in a manner which is:
2.02.01 Consistent with state, regional, and local transportation plans;
2.02.02 Necessitated by reasonably foreseeable congestion levels
attributable to economic growth; and
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2.02.03 Funded by local government or private developer contributions or
any combination thereof.
Section 2.03 Limitations on Liability. All debts, liabilities and other obligations
incurred by the District (“Obligations”) shall be satisfied: (a) in the case of Obligations which, by
their terms, are not payable from a special or limited source of funds, exclusively from the
revenues, assets and properties of the District, and (b) in the case of Obligations which, by their
terms, are payable from a special or limited source of funds, exclusively from such revenues,
assets and properties of the District as shall be specifically pledged thereto or otherwise
identified as being the source of payment thereof. No creditor, claimant or other person shall
have any right of action against or recourse to the City or its revenues, assets or properties on
account of or with respect to any such Obligations, or otherwise on account of or with respect to
any acts or omissions of the District or its officers, employees or agents.
Section 2.04 Mandatory Disclaimers. A disclaimer in substantially the following form
shall be posted in a prominent place accessible to the public in the District's principal office
which shall be the Edmonds City Hall. It shall also be printed or stamped on all contracts, bonds
and other documents that evidence or create any Obligation which, by its terms, is not payable
from a special or limited source of funds.
The Edmonds Transportation Benefit District is a Transportation Benefit District
established pursuant to Ordinance No. 3707 of the City of Edmonds, Washington,
and the laws of the State of Washington, including, but not limited to, Chapter
36.73 of the Revised Code of Washington. All debts, liabilities and other
obligations incurred by the District shall be satisfied exclusively from the
revenues, assets and properties of the District. No creditor, claimant or other
person shall have any right of action against or recourse to the City of Edmonds,
the State of Washington, or any other political subdivision of the State of
Washington on account of or with respect to any debts, liabilities or other
obligations of the District, or otherwise on account of or with respect to any acts
or omissions of the District or its officers, employees or agents.
ARTICLE III
DISSOLUTION
Section 3.01 Dissolution. The District shall exist until dissolved in accordance with the
requirements of RCW 36.73.050 and ECC 3.65.040. The retirement of debt, notice of
dissolution and payment of creditors shall all comply with the provisions of the Statute. The
District shall be automatically dissolved when all indebtedness of the District has been retired,
and when all the District’s anticipated responsibilities have been satisfied. Street preservation,
maintenance and operations are ongoing, long-term obligations of the City. In order to comply
with the dissolution requirements of RCW 36.73.050, the Washington State Transportation Plan
2007-2026 time frame is hereby adopted and the District shall automatically dissolve eighteen
(18) years from the effective date of Ordinance 3707.
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ARTICLE IV
POWERS; INDEMNIFICATION
Section 4.01 Powers. Except as otherwise provided herein, the District shall have and
may exercise all lawful powers conferred upon a Transportation Benefit District as of the date
hereof by the laws of the State of Washington, limited as provided in the Ordinance. Such
powers shall include, but are not limited to, the following:
(a) To hire employees, staff, and services, to enter into contracts, to direct
agents and services acquired pursuant to contract or interlocal agreement, and to sue and be sued.
Public works contract limits applicable to the City of Edmonds shall apply to any contract
entered into by the District. In the event that City staff are utilized, the general fund of the City
shall be reimbursed to, but only to the extent required by RCW 43.09.210. The annual plan of
the District shall provide estimates of all such charges and the final cost of all projects shall
indicate such charges.
(b) To authorize a vehicle tax of up to $20 per vehicle as provided for by
RCW 82.80.140.
(c) When authorized by the voters pursuant to the requirements of Chapter
36.73, to authorize other taxes, fees, charges and tolls or increases in these revenue sources, and
to use such funds assessed for the preservation, maintenance and operation of City streets in
accordance with the provisions of a state or regional plan.
(d) The Board shall have and may exercise all powers and functions provided
by the Statute to fulfill the functions of the District.
(e) Additional powers and authorities may be conferred upon the District only
in accordance with the requirements of the Statute following a public hearing and other
procedural requirements as set forth in the Statute.
(f) To issue its general obligation bonds and revenue bonds pursuant to the
requirements of the Statute.
Section 4.02 Indemnification. To the extent permitted by law, the District shall protect,
defend, hold harmless and indemnify any director, officer, employee or agent of the District who
is a party or threatened to be made a party to a proceeding by reason related to that person's
conduct as a director, officer, employee or agent of the District, against judgments, fines,
penalties, settlements and reasonable expenses (including reasonable attorneys' fees) incurred by
him or her in connection with such proceeding, if such person acted in good faith reasonably
believed his or her conduct to be in the District's best interests and if, in the case of any criminal
proceedings, he or she had no reasonable cause to believe that his or her conduct was unlawful.
The indemnification and protection provided herein shall not be deemed exclusive of any other
rights to which a person may be entitled as a matter of law, by City ordinance, or by contract or
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by vote of the Board of Directors. The District may purchase and maintain appropriate insurance
covering such risks.
ARTICLE V
BOARD OF DIRECTORS; EXECUTIVE DIRECTOR
Section 5.01 Board Powers. All powers of the District shall be exercised by or in the
name of the Board of Directors (the “Board”). The powers of the Board shall include, but are not
limited to, the following:
(a) To establish and implement the policies and programs of the District, and
the procedures for the management and administration of the District's affairs;
(b) To appoint and remove, at the pleasure of the Board, the District's officers,
agents and employees, (except as expressly provided herein) and to prescribe their respective
powers and duties consistent with the provisions hereof;
(c) To borrow money and incur indebtedness in accordance with the Act; and
(d) To provide for the investment of the District's funds.
Section 5.02 Board Composition. The Board shall be composed of the seven (7)
members of the Edmonds City Council, who shall serve in an ex-officio and independent
capacity. A Board member may be removed only when removed from his or her office as a
Council Member. Any vacancy shall be filled only by the appointment or election of a new City
Council Member.
Section 5.03 Board Officers. The Board shall include two or more officers. The same
person shall not occupy both the office of President and any office responsible for the custody of
funds and maintenance of finances and accounts. The initial officers of the Board shall be the
President and Vice President. Additional officers may be provided for in the Bylaws of the
District. The President shall be the agent of the District for purposes of receiving service of
process; provided, that the Bylaws may designate additional officers of the District as agents to
receive or initiate process. The District may contract with the City of Edmonds for such service
as it may require.
Section 5.04 Treasurer. The Treasurer of the District shall be the City’s Finance
Director.
The Finance Director is required by the Statute to serve as Treasurer and is not subject to
removal by the Board.
Section 5.05 Conflict of Interest. Board members shall comply in all respects with the
conflict of interest guidelines and prohibitions of Chapter 42.23 RCW as the same exists or is
hereafter amended.
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Section 5.06 Attorney. The Board shall be represented by the City Attorney of the City
of Edmonds, provided, however, that the Board may, in the event of conflict, engage separate
legal counsel of its choosing. Any potential conflicts of interest involving the City Attorney
shall be determined and resolved by reference to Title 1 of the Rules of Professional Conduct, as
that Title now exists or may be amended. Charges and fees of the attorney, as well as other
services provided by City employees, shall be reimbursed in accordance with Section 4.01(b).
ARTICLE VI
MEETINGS
Section 6.01 Board Meetings. Regular Board meetings shall be held on the first
Tuesday of February and the first Tuesday of August of each year. Special Board meetings shall
be held from time to time as determined necessary by the Board or Board President.
Section 6.02 Board Quorum and Concurrence. A quorum to commence a Board
meeting shall be no fewer than four (4) members. The Bylaws of the District may prescribe
Board quorum restrictions that equal or exceed the quorum restrictions imposed in this Section.
Board members present at a duly convened meeting may continue to transact business
notwithstanding the withdrawal of enough members to leave less than a quorum; provided, any
action shall be approved by at least three (3) members. Board concurrence may be obtained at
any regular or special meeting by an affirmative vote of a majority of the Board members voting
on the issue; provided, that such majority shall include not less than four (4) votes. Final action
of the Board with respect to the following action shall require the affirmative vote of four (4)
members:
(a) Adoption of an annual plan for services;
(b) Levy of any tax, charge or fee;
(c) Adoption of the material change policy; or
(d) Any response to a material change.
Voting by proxy shall not be permitted. Electronic meetings or participation are
authorized so long as the meeting, notice and opportunity for public participation comply with
state law.
Section 6.03 Open Public Meetings. Notice of meetings shall be given in a manner
consistent with the Open Public Meetings Act, Laws of Washington 1971, Extraordinary
Session, Chapter 250, codified as Chapter 42.30 of the Revised Code of Washington, as
supplemented and amended. In addition, the District shall provide reasonable notice of meetings
to any individual specifically requesting it in writing. The District shall define in its Bylaws the
opportunity for public comment to be permitted at Board meetings.
Section 6.04 Minutes. Copies of the minutes of all regular or special meetings of the
Board shall be available to any person or organization that requests them as required by State
law; provided, however, that minutes with respect to closed executive sessions need not be made
available. The minutes of all Board meetings shall include a record of individual votes on all
matters requiring Board concurrence.
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Section 6.05 Material Change Policy and Annual Report. The Board shall develop a
material change policy to address major Plan changes that affect project delivery or the ability to
finance the adopted Plan. At the date of adoption of a plan to execute the functions of the
District, the Board shall adopt a material change plan which addresses material changes to cost,
scope, and schedule, the level of change that will require Board involvement and how the Board
will address those changes. At a minimum, in the event that a transportation improvement cost
exceeds its original cost estimate by more than twenty percent (20%) as identified in the
District’s original finance plan, the governing body shall hold a public hearing to solicit
comment from the public regarding how the cost change should be resolved. In addition, the
District, upon approval by the Board, shall issue an annual report, indicating the status of
transportation improvement costs, transportation improved expenditures, revenues, and
construction schedules, to the public and the newspapers of record in the District (the “Plan”).
“Newspapers of record in the District” shall include all newspapers which have filed a request
for public notice of meetings with the City of Edmonds.
ARTICLE VII
BYLAWS
Section 7.01 Bylaws. The Board shall adopt Bylaws to provide additional rules, that are
not inconsistent with this Charter, governing the District and its activities.
ARTICLE VIII
AMENDMENT TO CHARTER
Section 8.01 Proposals to Amend Charter. Any Board member may introduce a
proposal to amend the Charter at any regular meeting or special meeting of the Board, provided,
however, that all amendments shall comply with the minimum requirements and provisions of
RCW 36.73 and Chapter 3.65 ECC.
Section 8.02 Board Consideration of Proposed Amendments. If notice of a proposal to
amend the Charter and information, including the text of the proposed amendment and a
statement of its purpose and effect, is provided to members of the Board fifteen (15) days prior to
any regular Board meeting or any special meeting of which thirty (30) days advance notice has
been given, then the Board may vote on the proposal at the same meeting at which the proposal
is introduced. If such notice and information is not so provided, the Board may not vote on the
proposal until the next regular meeting or a special meeting of which thirty (30) days advance
notice has been given, and in each case at least fifteen (15) days prior to which meeting such
notice and information is provided to Board members. Amendments to the proposal within the
scope of the original proposal will be permitted at the meeting at which the vote is taken.
Section 8.03 Vote Required for Proposals to Amend the Charter. Resolutions of the
Board approving proposals to amend the Charter shall require an affirmative vote of a majority
of the Board members voting on the issue; provided, that the total number of Board members
voting on any such proposal shall equal at least four.
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Section 8.04 Public Hearings. Certain amendments of the Charter may require action of
the Edmonds City Council and a public hearing pursuant to the requirements of the Statute. No
consideration of any charter amendment may occur until the City complies with such
requirements.
ARTICLE IX
COMMENCEMENT
Section 9.01 Commencement. The District shall commence its existence effective upon
the adoption of the Ordinance. This Charter shall become effective upon its approval by the
Board.
ARTICLE X
MISCELLANEOUS
Section 10.01 Liberal Construction and Severability. This Charter shall be liberally
construed in order to effect its purposes. If any section or part of this Charter is ultimately ruled
invalid or illegal by a court of competent jurisdiction, such invalidity or illegality shall not affect
the remaining sections or parts of this Charter.
THIS CHARTER IS EXECUTED AS OF THIS ____ DAY OF ______________, 2009.
TRANSPORTATION BENEFIT DISTRICT
By:
Its: President
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ATTEST/AUTHENTICATED
Sandra S. Chase, City Clerk
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
By:
W. Scott Snyder
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DRAFT
BYLAWS
OF THE
EDMONDS TRANSPORTATION BENEFIT DISTRICT
ARTICLE I
MEMBERSHIP
Section 1.1 Membership. Each member of the Edmonds City Council shall be an ex
officio member of the Board of the District.
ARTICLE II
OFFICERS AND COMMITTEES
Section 2.1 Officers Designated. The officers of the Board shall be a President, Vice
President and Treasurer. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board. No person may simultaneously hold more than one
office. In addition to the powers and duties specified below, the officers shall have such powers
and perform such duties as the Board may prescribe.
Section 2.2 Election, Qualification, and Term of Office. The President and Vice
President shall be elected by the Board from among its members. The Treasurer shall be the City
of Edmonds Finance Director. Except for the Treasurer, the officers shall be elected by the
Board at the first regular meeting each year, for a one-year term, and each officer shall hold
office during said one-year term and until his or her successor is elected. The first officers of the
Board shall be elected by the Board at its first meeting. Officers may, at the discretion of the
Board, hold their respective offices for successive terms.
Section 2.3 Powers and Duties. The officers of the Edmonds Transportation Benefit
District ("District") shall have the following duties:
(a) President. The President shall serve as the ceremonial head of the District
and shall preside over all Board meetings. The President shall, subject to the control of the
Board, exercise general supervision, direction, and control of the business and affairs of the
District. On matters decided by the District, unless otherwise required under Interlocal
Agreement or by this Charter, the signature of the President alone is sufficient to bind the
District. The President shall be the District’s registered agent for purposes of service of process.
(b) Vice President. The Vice President shall serve in the absence of the
President as the ceremonial head of the District and shall preside over Board meetings in the
President’s absence and shall otherwise execute the President’s powers and duties.
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(c) Treasurer. The Treasurer shall receive and faithfully keep all funds of the
District and deposit the same in such bank or banks as may be designated by the District Board
of Directors. The Treasurer shall also discharge such other duties as may be prescribed by the
District Board of Directors.
Section 2.4 Establishment of Committees. The Board may, by resolution, designate
from among its members one or more committees, each consisting of at least two members, to
represent the Board and, where consistent with these Bylaws, the Charter, and Chapter 36.73
RCW, act for and on behalf of the Board. The designation of any such committee and the
delegation thereto of authority shall not operate to relieve any member of the Board from any
responsibility imposed by law. All actions of the District require the vote of the Board.
Section 2.5 Removal From Office. Upon reasonable prior notice to all Board
members of the alleged reasons for dismissal, the Board, by an affirmative vote of the majority
of the quorum, may remove any officer of the Board from his or her office whenever in its
judgment the best interests of the District will be served thereby. An officer so removed shall
continue to serve on the Board.
ARTICLE III
MEETINGS
Section 3.1 Regular Board Meetings. Regular Board meetings shall be held on the
first Tuesday of February and the first Tuesday of August of each year in the City of Edmonds
City Council Chamber. At any regular meeting of the Board, any business may be transacted and
the Board may exercise all of its powers.
Section 3.2 Special Board Meetings. Subject to the Charter, special meetings of the
Board may be held at any place and at any time whenever called by the President or by a
majority of the members of the Board.
Section 3.3 Notice of Regular Board Meetings. Subject to the Charter, no notice of
regular meetings shall be required, except for the first regular meeting after any change in the
time or place of such meeting adopted by resolution of the Board as above provided. Notice of
such changed, regular meeting shall be given by personal communication over the telephone to
each Board member at least 24 hours prior to the time of the meeting or by at least three days'
notice by mail, telegram or written communication. If mailed, notice shall be mailed by United
States mail, postage prepaid, to the last known address of each Board member. In addition, the
District shall routinely provide reasonable notice of such changed meetings to the City of
Edmonds and to any individual specifically requesting such notice in writing.
Section 3.4 Notice of Special Board Meetings. Notice of all special meetings of the
Board shall be given by the City Clerk or by the person or persons calling the special meeting by
delivering personally or by mail written notice at least 24 hours prior to the time of the meeting
to each Board member, and to each local newspaper of general circulation and to each radio or
television station that has requested notice of meeting of the City Council with the City of
Edmonds as provided in RCW 42.30.080. In addition, the District shall provide notice of special
meetings to the Mayor of the City of Edmonds and to any individual specifically requesting such
notice in writing. The time and place of the special meeting and the business to be transacted
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must be specified in the notice. Final disposition shall not be taken at a special meeting on any
matter not referenced in the notice.
Section 3.5 Waiver of Notice. Notice as provided in Sections 3.3 and 3.4 hereof may
be dispensed with as to any member of the Board who, at or prior to the time the meeting
convenes, files with the Board of the District a written waiver of notice or who is actually present
at the meeting at the time it convenes. Such notice may also be dispensed with as to special
meetings called to address an emergency involving injury or damage to persons or property or
the likelihood of such injury or damage, where time requirements of such notice would make
notice impractical and increase the likelihood or severity of such injury or damage. Notice
concerning proposed amendments to Bylaws, and votes on such amendments, may not be
waived.
Section 3.6. Procedure. Robert’s Rules of Order shall be final authority on all
questions of procedure and parliamentary law not otherwise provided by ordinance, statute,
Charter or these Bylaws; PROVIDED, that with the concurrence of four (4) members, such rules
may be waived or modified. PROVIDED FURTHER, that failure to follow said rules will not in
itself constitute sufficient grounds for invalidating any Board action.
Section 3.7. Public Comment. Opportunity for public comment at Board meetings
shall be required through a public hearing when the Board considers adoption of (1) its annual
plan for service, (2) a material change policy, (3) imposition of any tax, charge or fee, and (4)
any response to a material change; PROVIDED, that the Board from time to time may, in its sole
discretion, permit public comment regarding additional topics.
Section 3.8. Proxies Prohibited. Votes may be cast at Board meetings only by
members of the Board in attendance at the meeting either in person or by electronic means.
Voting by proxy shall be prohibited.
ARTICLE IV
AMENDMENTS TO BYLAWS
Section 4.1 Proposals to Amend Bylaws.
Any Board member may introduce a proposed amendment to the Bylaws (which
may consist of new Bylaws) at any regular meeting, or at any special meeting for which 30 days'
advance notice has been given.
Section 4.2 Board Consideration of Proposed Amendments. If notice of a proposed
amendment to the Bylaws, and information including the text of the proposed amendment and a
statement of its purpose and effect, is provided to members of the Board 15 days prior to any
regular Board meeting or any special meeting of which 30 days' advance notice has been given,
then the Board may vote on the proposed amendment at the same meeting as the one at which the
amendment is introduced. If such notice and information is not so provided, the Board may not
vote on the proposed amendment until the next regular Board meeting or special meeting of
which 30 days' advance notice has been given and at least 15 days prior to which meeting such
notice and information is provided to Board members. Germane amendments to the proposed
amendment within the scope of the original amendment will be permitted at the meeting at which
the vote is taken.
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Section 4.3 Board Approval of Amendments to Bylaws. Resolutions of the District
approving amendments to the Bylaws by affirmative vote of a majority of the Board may be
implemented at such time as selected by the District in the Resolution without further action.
Copies of the all amendments to the Bylaws shall be filed with City of Edmonds City Clerk as
public records.
ARTICLE V
ADMINISTRATIVE PROVISIONS
Section 5.1 Books and Records. The District shall keep current and complete books
and records of account and shall keep minutes of the proceedings of its Board and its
committees. The City Clerk of the City of Edmonds shall serve as its secretary for such
purposes.
Section 5.2 Principal Office. The principal office and mailing address of the Edmonds
Transportation Benefit District shall be located in Edmonds, Washington, as specified by
resolution.
Section 5.3 Fiscal Year. The Fiscal Year of the District shall begin January 1 and end
December 31 of each year, except the first fiscal year which shall run from the date the Charter
was adopted to December 31, 2009.
ARTICLE VI
APPROVAL OF BYLAWS
Approved by Resolution No. adopted by the
District Board of Directors on , 2009.
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AM-2060 4.
Election of Board Officers
Transportation Benefit District Board
Date:02/03/2009
Submitted By:Stephen Clifton Time:10 Minutes
Department:Community Services Type:Action
Information
Subject Title
Election of Board Officers.
Previous TBD Action
Narrative
Section 2.1 of the Bylaws states that "The officers of the Board shall be a President, Vice
President and Treasurer. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board........." See Bylaws for additional information.
Section 5.03 of the Charter states that "The Board shall include two or more officers....The initial
officers of the Board shall be the President and Vice President. Additional officers may be
provided for in the Bylaws of the District......." Section 5.04 of the Charter states that "The
Treasurer of the District shall be the City’s Finance Director. The Finance Director is required by
the Statute to serve as Treasurer and is not subject to removal by the Board. " See Charter for
additional information.
Fiscal Impact
Attachments
No file(s) attached.
Form Routing/Status
Route Seq Inbox Approved By Date Status
1 City Clerk Sandy Chase 01/28/2009 01:24 PM APRV
2 Mayor Gary Haakenson 01/28/2009 01:25 PM APRV
3 Final Approval Sandy Chase 01/28/2009 04:12 PM APRV
Form Started By: Stephen
Clifton
Started On: 01/28/2009 01:20
PM
Final Approval Date: 01/28/2009
Packet Page 19 of 19