Chapter 22.01 PUBLIC CORPORATION

(a) The city authorizes the establishment and chartering of one or more public corporations, commissions and/or authorities (in this chapter called "Public Corporations"), each as an independent legal entity, to: improve governmental efficiency and services and general living conditions within the city; administer and execute federal grants and programs, receive and administer federal funds; perform all manner and type 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 35.21.730 through 35.21.757.

(b) Such public corporation shall have the power and authority, be limited by the restrictions and provisions; be organized in accordance with the process and with the structure, purposes and organization provided for by this ordinance and its charter. It shall also observe constitutional and City Charter limitations, incur indebtedness, and be subject to the supervening conditions as set forth in this ordinance.

(c) All liabilities incurred by such public corporation, commission or authority shall be satisfied exclusively from the assets and credit of such public corporation, commission or authority and no creditor or other person shall have right of action against the City of Bremerton or any other city, town, county or governmental entity creating such corporation, commission or authority on account of any debts, obligations or liabilities of such public corporation, commission or authority. (Ord. 4328 (in part), 1991)

22.01.020 DEFINITIONS.

As used in this chapter, the term:

(a) "Bonds" means any bonds, promissory notes, interim certificates, debentures, certificates of indebtedness or other obligations issued by the public corporation pursuant to its charter by this chapter.

(b) "Charter" means the articles of organization of the public corporation irrespective of the name applied thereto and all amendments thereto.

(d) "City Council" means the legislative body of the City of Bremerton.

(e) "Mayor’s Designee" shall be person designated in writing by the Mayor who is authorized to act on his behalf under the terms of this ordinance and any charters granted under this ordinance.

(f) "Membership" means the class of persons entitled to participate (whether in a voting or advisory capacity) in the internal processes of the public corporation in accordance with its charter or rules and regulations. It includes, but is not limited to, such designations as the membership, the electorate, the public, interested citizens, or residents within a district.

(g) "Member" means a constituent of the Membership.

(h) "Corporate" shall refer or pertain to a public corporation.

(i) "Corporate office" means an office or official person of the public corporation, irrespective of designation, but excludes membership positions of the Board of Directors that do not hold a corporate office.

(j) "Corporate officer" means an office or official person of the public corporation, irrespective of designation, but excludes membership positions of the Board of Directors that do not hold a corporate office.

(k) "Corporate official" means an office or official person of the public corporation, irrespective of designation, and includes membership positions of the Board of Directors.

(l) "Board of Directors" means a group of persons vested with the management of the affairs of the public corporation.

(m) "Immediate family" means:

(1) A spouse;

(2) Any dependent parent, parent-in-law, child or son-in-law or daughter-in-law; or

(3) Any parent, parent-in-law, child, son-in-law, daughter-in-law, sibling, uncle, aunt, cousin, niece or nephew residing in the household of a corporate official or employee.

(n) "Insolvent" or "Insolvency" means an inability of a public corporation to pay debts as they become due in the usual course of its affairs.

(o) "Mayor" means the Mayor of the City of Bremerton.

(p) "Public corporation" shall mean a corporation, commission, or authority organized under this ordinance.

(q) "Real property" includes all lands, including improvements and fixtures thereon and property of any nature appurtenant thereto, or used in connection therewith, and every estate, interest and right, legal or equitable, therein, including terms for years and liens by way of judgment, mortgage or otherwise and the indebtedness secured by such liens.

(r) "Resolution" means an action of the Board of Directors with a quorum required by the charter or rules and regulations of a public corporation.

(s) "Rules and regulations" means the code or codes of rules adopted for the regulation or management of the affairs of the public corporation irrespective of the name or names by which such rules and regulations are designated.

(t) "State" (when used as a noun) shall mean the State of Washington. (Ord. 4328 (in part), 1991)

22.01.030 CORPORATE LIFE.

The charter of the public corporation shall establish the character or term of its existence. The charter may provide:

(a) The public corporation shall have perpetual existence; or

(b) The public corporation shall exist for stated period of years, until a fixed expiration date, or during a set time period; or

(c) The public corporation shall cease to exist upon the occurrence of certain events or upon an expiration date measured from such events; or

The charter may combine any term or condition set forth in Subsection (b) with that set forth in Subsection (c). Should the charter fail to set forth the character or term of the public corporation’s existence, the existence of the public corporation shall expire five years after the date of the issuance of its charter. (Ord. 4328 (in part), 1991)

22.01.040 POWERS - GENERALLY.

Except as otherwise limited by the State Constitution, the Bremerton City Charter, by statute, this chapter, or by the charter of the public corporation, a public corporation shall have the power to:

(a) Own and sell real and personal property;

(b) Contract and enter into partnership with individuals, associations and corporations, and the state and the United States of America;

(d) Lend and borrow funds;

(e) Do anything a natural person may do;

(f) Perform all manner and type of community services and activities utilizing federal, state, local government or private funds;

(g) Administer and execute federal and state grants and programs;

(h) Receive and administer federal, state and local government funds;

(i) Provide and implement such municipal services and functions as the City Council may by ordinance direct;

(j) Transfer, with or without considerations, and funds, real or personal property, property interest, or services received from the federal government, private sources or, if otherwise legal, from the state, a city or county; and

(k) Receive and administer private funds, goods or services for any lawful public purpose. (Ord. 4328 (in part), 1991)

22.01.050 POWERS - SPECIFIED.

Except as otherwise limited by the State Constitution, by statute, the Bremerton City Charter, this chapter, or the public corporation’s charter, the powers granted a public corporation by Section .040 include, but are not limited to the power to:

(a) Purchase, lease, exchange, mortgage, encumber, improve, use or otherwise transfer or grant security interests in real or personal property or any interests therein; grant or acquire options; and contract regarding the income or receipts from real property;

(b) Issue negotiable bonds and notes in conformity with Section.420 and applicable provision of the Uniform Commercial Code, the Bremerton City Charter and state law in such principal amounts, as in the discretion of the public corporation, shall be necessary or appropriate to provide sufficient funds for achieving any corporate purposes or to secure financial assistance, including matching funds from the United States of America for corporate projects and activities;

(c) Contract for lease, and accept transfers, gifts or loans of funds or property from the United States of America, the state, other government entities, the city, including property acquired by any such governmental unit through the exercise of its power of eminent domain and from corporations, associations, individuals or any other source and to comply with the terms and conditions thereof;

(d) Manage, on behalf of the city, any property acquired by the city through gift, purchase, construction, lease, assignment, default or exercise of the city’s power of eminent domain;

(e) Recommend to the Mayor and the City Council appropriate public improvements and expenditures in areas of the city in which a public corporation by its charter has a particular responsibility;

(f) Recommend to the Mayor and the City Council property which if committed or transferred to the public corporation would materially advance the public purpose for which the public corporation was chartered;

(g) Initiate, carry out and complete such improvements of benefit to the public as the City Council may by ordinance assign;

(h) Recommend to the Mayor and the City Council such tax financing and security measures as the public corporation may deem appropriate to maximizing the public interest in any area in which a public corporation, by its charter, has a particular responsibility;

(i) Lend its funds, property or credit or services for corporate purposes, or act as a surety or guarantor for corporate purposes;

(j) Provide advisory, consultative, training, educational and community services or advice to individuals, associations, corporations, or governmental agencies, with or without charge;

(k) Control the use and disposition of corporate property, assets and credit;

(l) Invest and reinvest its funds;

(m) Fix and collect charges for services rendered or to be rendered, and establish the consideration for property transferred;

(n) Sponsor, lease, manage, construct, own and lease or otherwise participate in housing projects where such activity furthers the public purpose for which the public corporation is chartered;

(o) Maintain books and records as appropriate for the conduct of its affairs; and

(p) Conduct corporate affairs, carry on its operations, and use its property as allowed by law and consistent with this chapter, its charter and its rules and regulations; and to name corporate officials, designate agents and engage employees; prescribe their duties, qualifications and compensation; and secure the services of consultants for professional services; technical assistance or advice;

(q) Identify and recommend to the Mayor and the City Council the acquisition by the city for transfer to or use by the public corporation of property and property rights which are within a community development project, and which if so acquired, whether through purchase or the exercise of eminent domain, and so transferred or used, would materially advance the public purposes for which the public corporation was chartered. (Ord. 4328 (in part), 1991)

22.01.060 ADDITIONAL POWERS.

Except as otherwise limited by this chapter or by its charter or by law, a public corporation shall have in addition the powers enumerated in Sections .040 and .050 the power and authority:

(a) To have a corporate seal and to alter the same at pleasure;

(b) To cease its activities and operations and surrender its charter through dissolution procedures provided in Section .470;

(d) To have and exercise all powers necessary or convenient to effect the purposes for which the public corporation was organized and to perform authorized corporate functions. (Ord. 4328 (in part), 1991)

22.01.070 LIMITATION OF POWERS.

(a) A public corporation organized under this chapter shall have no power of eminent domain nor any power to levy taxes or special assessments.

(b) 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;

(c) No funds, assets, or property of any public corporation shall be used for any partisan political activity or to further the election or defeat of any candidate for public office; nor shall any funds or substantial part of the activities of any public corporation be used for publicity or educational purposes designed to support or defeat legislation pending before the Congress of the United States, the state legislature or the City Council, provided, however, that members and officials of a public corporation may respond to requests by members of Congress, state legislators or the City Council for information, and appear before any such legislative body in connection with funding and other matters directly affecting the public corporation or its ability to carry out the purposes for which it is chartered. (Ord. 4328 (in part), 1991)

22.01.080 PURVIEW OF AFFAIRS.

(a) All funds, assets or credit of the public corporation shall be applied toward or expended upon municipal and community services and projects and activities authorized by its charter. A public corporation organized under this chapter shall not issue shares of stock, pay dividends, make private distribution of assets, make loans to corporate officials, or engage in business for profit.

(b) The limitation of Subsection (a) does not preclude the following transactions or activities, and a public corporation, unless restricted by its charter, may:

(1) Compensate corporate officials or constituents a reasonable amount for services rendered, and reimburse reasonable expenses actually incurred in performing their duties.

(2) Assist corporate officials or members as members of a general class of persons to be assisted by a project or activity of an approved program to the same extent as other members of the class and as long as no special privileges or treatment accrues to such corporate official or member by reason of his or her status or position in the public corporation;

(3) Return to corporate officials or members fees, dues or service charges originally contributed by them and surplus to the purposes for which collected;

(4) Defend any corporate official, or former corporate official (including employees) in any legal or administrative proceeding in which he or she is made a party by reason of his or her position or former corporate position, or at the public corporation’s option, indemnify such corporate official or former corporate official for expenses actually and necessarily incurred by him or her in connection with such defense, except as to matters involving willful misconduct in the performance of duty; and

(5) Sell assets for consideration greater than their reasonable market value or acquisition costs, or charge for services more than the expense of providing them, or otherwise secure an increment in a transaction, or carry out any other transaction or activity, as long as such gain is not the public corporations general object or purpose and is applied to or expended upon municipal and community services and projects and activities as aforesaid. (Ord. 4328 (in part), 1991)

22.01.090 APPLICATION FOR CHARTER.

(a) To initiate proceedings to charter a public corporation under this chapter, any person or group of persons shall apply in duplicate to the City Clerk therefor. The application shall set forth:

(1) The proposed name of the public corporation;

(2) The character or period of its duration;

(3) The precise purposes or functions to be performed;

(4) The charter requested;

(5) The names and addresses of persons nominated as the initial corporate officials;

(6) The funds and other assets necessary to undertake the activities or functions contemplated within the coming year; the anticipated sources of such funds and assets; and any other supporting data the applicants deem appropriate and necessary to evaluate their application; and

(7) The name and address of each applicant.

The applicant(s) may amend, correct or supplement the application during review and processing thereof. No applicant shall be an official or employee of the city.

(b) One copy of the application shall be filed with the City Clerk as a public record open to public inspection and one copy shall be forwarded to a responsible city official designated by the Mayor. To allow for public inspection and review, at least fourteen days shall elapse between filing of an application and issuance of a charter. (Ord. 4328 (in part), 1991)

22.01.100 REVIEW OF APPLICATION.

The Mayor’s designee shall review all applications to determine the following matters, refer to the Mayor his findings, and make recommendations with respect to:

(a) Whether chartering the public corporation will help to fulfill the purposes set forth in RCW 35.21.730 through 35.21.757;

(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, revision, or modifications should be made in the proposed charter to comply with this chapter, and to further the best interests of the city, all as a condition to approval of the application or issuance of the charter;

(d) Whether the corporate officials 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 the charter should issue as requested, or with changes, revision or modification, or upon certain conditions, restrictions or the occurrence of certain events; or whether the application should be denied. (Ord. 4328 (in part), 1991)

22.01.110 ISSUANCE OF CHARTER.

(a) After evaluating the application in accordance with Subsection.109, the Mayor will forward the application to the City Council for their evaluation and, if approved, authorize and direct issuance of the charter by the Mayor. The City Council will provide this direction in a City ordinance which will also provide any modifications or changes to the application and Mayoral recommendation.

(b) A charter establishing a public corporation shall be issued in duplicate originals, each signed by the Mayor and bearing the City Seal attested by the City Clerk and filed as a public record; and a duplicate original shall be delivered to the applicant(s). The City Clerk shall give notice of the issuance of the charter to the Secretary of State and furnish a copy of the charter and this chapter upon request therefor. (Ord. 4328 (in part), 1991)

22.01.120 EFFECT OF ISSUANCE OF THE CHARTER.

The public corporation shall commence its existence effective upon filing of its charter as issued and attested, unless a different time is specified therein. Except as against the state or the city in a proceeding to cancel or revoke the charter, or to compel compliance with a representation made in the application, filing of an original charter and delivery of a duplicate original charter shall conclusively indicate that all conditions precedent have been fulfilled and that the public corporation has been established in compliance with the procedures of this chapter. (Ord. 4328 (in part), 1991)

22.01.130 ORGANIZATIONAL MEETING.

Upon issuance of the charter, the applicant(s) shall call an organizational meeting of the persons nominated as corporate officials in the application as approved within thirty days, giving at least ten days’ advance notice to each, unless waived in writing, provided the organizational meeting may be postponed to a more appropriate time when the charter provides for a corporate existence contingent on certain events or occurrences or commencing at a future time. At such meeting the Board of Directors shall organize itself, may appoint interim officers and non-voting members of the Board of Directors to serve until the selection processes provided in or by the charter be complied with, select the temporary place of business, and assist in organizing the Membership. (Ord. 4328 (in part), 1991)

22.01.140 CHARTER CONTENTS.

(a) The charter shall set forth the following:

(1) The name of the public corporation and its corporate seal;

(2) The character or period of duration of the public corporation as provided in Section 22.01.030;

(3) This Statement in a prominent place;

(Name of the public corporation) is organized pursuant to Ordinance of the City of Bremerton. All liabilities incurred by such public corporation, commission or authority shall be satisfied exclusively from the assets and credit of such public corporation, commission or authority; and no creditor or other person shall have any recourse to the assets, credit or services of the city creating the same on account of any debts, obligations or liabilities of such public corporation, commission or authority.

(4) The purpose and scope of activities of the public corporation;

(5) The powers of the public corporation and any limitations thereon as provided in Sections.040, .050 and .060;

(6) The structure or fundamental organization of the public corporation;

(7) The division of duties within the corporate structure as provided in Section .190;

(8) The powers and duties of the Board of Directors;

(9) The powers and duties of any membership with advisory or voting rights;

(10) The method of amending its rules and regulations or adopting another set; and

(11) The method of proposing amendments to its charter to the Mayor and the City Council.

(b) The charter shall set forth the following matters in conformity with Sections .240 through .310 and .330 and .340 respectively, or, within stated guidelines, authorize the rules and regulations to define any or all of the following matters:

(1) The corporate offices and tenure of officers: The number of positions, powers and duties and term of each corporate office; the manner of appointment, selections or election of office holders and the appointing, selecting or electing authority; performance of duties of the office upon illness, death, incapacity or absence of the corporate officer; the filling of vacancies; and any qualifications for the office and conditions upon exercising its powers;

(2) The composition of the Board of Directors: its size and numbers; the term and qualifications for member positions; the organization and powers of its positions; the manner of appointment, selection or election and the appointing, selecting or electing authority; Board of Directors committees and duties and the filling of vacancies.

(3) The composition of the Membership, if any: its character, powers and voting rights; division by classes and the powers of such classes; any referendum to or initiative by the Membership; eligibility of citizens to become a member and the method of acquiring such status; participation by persons in limited capacities, such as honorary or advisory positions or status, affiliation, and the rights and powers of persons in such limited capacity; termination of member status;

(4) The maintenance of corporate records and public access thereto;

(5) Regular and special meetings of the Board of Directors and notice requirements;

(6) Regular and special meetings of any membership and notice requirements;

(7) The quorum of the Board of Directors and of any membership necessary to conduct affairs;

(8) The method of voting and for representation of persons absent from meetings, if allowed;

(9) Suspension or removal of corporate officials from an office or position; and conditions which require such suspension;

(10) Any other provision pertaining to the internal affairs of the public corporation as deemed appropriate.

The provision of the charter insofar as consistent with federal and state law and with this chapter shall control the affairs and operations of the public corporation. (Ord. 4328 (in part), 1991)

22.01.150 LIMITS UPON NAME - SEAL.

The corporate name shall not appear deceptively similar to the name of any corporation, existing or organized under the laws of the state or authorized to transact business or conduct affairs in the state, or a corporate name reserved or registered as permitted by the laws of the state.

The corporate seal shall carry the name of the public corporation. (Ord. 4328 (in part), 1991)

22.01.160 MANDATORY STATEMENT - RESERVATION.

The City Council, by amendment to this chapter, may amend the statement required by Section 22.01.140(a)(3) from time to time to reflect any subsequent changes in state legislation which might affect the powers, structure or duties of public corporations created by this ordinance, and such an amendatory statement shall be attached as an amendment to the charter of the public corporation. (Ord. 4328 (in part), 1991)

22.01.170 SCOPE OF ACTIVITIES - CONSTRAINT.

(a) Whenever the laws of the state or of the United States of America or a city ordinance shall 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 therewith to the same extent as any other agency, commission or board otherwise established by the city.

(b) If authorized by its charter to do so, a public corporation may undertake projects and activities or perform acts outside the limits of the city in those areas of another jurisdiction whose governing body by agreement with the city consents thereto. (Ord. 4328 (in part), 1991)

22.01.180 CORPORATE STRUCTURE - BASIC PATTERN.

(a) Power and responsibility within the corporate structure shall be distributed among the corporate officers, the Board of Directors and any membership.

(b) The corporate officers shall manage the daily affairs and operations of the public corporation. If the charter so provides, corporate officers may be members of the Board of Directors or as a commission comprise the Board of Directors.

(c) The Board of Directors shall oversee the activities of corporate officers, establish and/or implement policy, and participate in corporate activities as prescribed by the charter at least to the extent provided by Section.200.

(d) The charter shall establish a membership with at least the powers set forth in Section .210 (a) through (d) unless the Mayor and City Council expressly determine that a membership with such powers would not be in the public interest and approves a charter without a membership, or a charter amendment to abolish or modify it. A charter that does not provide for a membership or that prescribes a membership with advisory capacity only shall repose stewardship for management and determination of all corporate affairs in the Board of Directors.

(e) If a membership be provided, the Board of Directors or a committee thereof shall report to the Membership at a meeting held at least quarterly and receive such advice, counsel or directions as the charter shall designate. (Ord. 4328 (in part), 1991)

22.01.190 OFFICERS - DIVISION OF DUTIES.

(a) A public corporation shall have two or more corporate officers. The same person shall not occupy both the chief executive office of the corporation and office responsible for the custody of funds and maintenance of accounts and finances.

(b) Unless the charter provides otherwise, the chief executive officer shall be the agent of the public corporation for service of process; the rules and regulations may designate additional corporate officials as agents to receive or initiate process. (Ord. 4328 (in part), 1991)

22.01.200 BOARD OF DIRECTORS CONCURRENCE REQUIRED.

General or particular authorization or concurrence of the Board of Directors by resolution shall be necessary for any of the following transactions:

(a) Transfer or conveyance of an interest in real estate, other than a release of a lien or satisfaction of a mortgage after payment has been received and the execution of a lease for a current term less than one year;

(b) The contracting of debts, issuances of notes, debentures, or bonds, and the mortgaging or pledging of corporate assets to secure the same;

(d) An action by the public corporation as a surety or guarantor;

(e) All transactions in which the consideration exchanged or received by the public corporation exceeds Ten Thousand Dollars ($10,000.00), the performance by the public corporation shall extend over a period of one year from the date of execution of an agreement therefor, or the public corporation assumes duties to the city, the state, or the United States of America;

(f) Any project or activity outside the limits of the City;

(g) Adoption of an annual budget;

(h) Certification of annual reports and statement to be filed with the City Clerk as true and correct in the opinion of the Board of Directors and of its members except as noted;

(i) Proposed amendments to the charter; and

(j) Such other transactions, duties and responsibilities as the charter shall repose in the Board of Directors or require Board of Directors participation by resolution. (Ord. 4328 (in part), 1991)

22.01.210 MEMBERSHIP CONCURRENCE REQUIRED.

If the charter provides for a membership with power to participate in determination of corporate policy in addition to advising, to vote upon corporate affairs or to elect some or all corporate officials, or to pass on action by referendum or commence action by initiative, then the concurrence of the Membership shall be necessary upon any of the following matters:

(a) Proposed amendments to the charter;

(b) Proposed amendments to the rules and regulations of the public corporation on matters within the power and responsibility of the Membership;

(c) Fixing the compensation of corporate officials and nature and limit of expenses incurred by corporate officials that may be reimbursed, unless the charter sets the same;

(d) The election or selection of an independent auditor; and

(e) Such other matters as the charter may designate. (Ord. 4328 (in part), 1991)

22.01.220 RULES AND REGULATIONS.

(a) The rules and regulations shall be subordinate to and consistent with the charter; and may be altered, amended or repealed from time to time as the charter shall prescribe, and shall set forth such matters designated in Section.140(b), as the charter shall authorize.

(b) Adoption of or amendments to the rules and regulations shall not take effect until ten days after filing of the same with the City Clerk, unless such amendment(s) shall have been passed by unanimous vote of the Board of Directors and the Membership (if affected by the amendment), and an earlier effective date be set. (Ord. 4328 (in part), 1991)

22.01.230 PROPOSING CHARTER AMENDMENTS.

(a) A public corporation may propose to the City Council, via the Mayor that its charter be amended by the City Council by a procedure outlined in its charter and in conformity with Section 22.01.330 at a regular or special meeting of the Board of Directors of which thirty (30) days advance notice was given; and where concurrence of the Membership be required by the charter or by Section 22.01.210, by or a vote of the members at a regular or special meeting at which consideration of the proposed amendments was scheduled and thirty (30) days advance notice given. Each method shall comply with procedures prescribed by the charter in accordance with Section.320.

(b) Notice of a proposed charter amendment given to members of the Board of Directors and to members shall set forth the proposed amendment and a statement of its purpose and effect. (Ord. 4328 (in part), 1991)

22.01.240 CORPORATE OFFICES AND OFFICERS.

(a) Corporate officers may be elected or appointed by the Board of Directors, by the Membership, by a nomination-selection process of both the Board of Directors and the Membership, or by any other process or combination of the above as the charter may set forth or as may be provided in the rules and regulations.

(b) No term of office shall exceed four (4) years. Unless the charter so provides, indefinite terms conditioning tenure in office upon the continued confidence or pleasure of the Board of Directors and/or Membership shall not be allowed.

(c) The charter or the rules and regulations shall require that any official responsible for accounts and finances shall file a fidelity bond in an amount determined by the public corporation before taking office, and may hold the corporate office only as long as such a bond continues in effect. (Ord. 4328 (in part), 1991)

22.01.250 CODE OF ETHICS - CONFLICT OF INTEREST.

Members of the Board of Directors, its officers and all employees of the public corporation shall be governed by this ordinance and amendments thereto, and state laws and city ordinances regarding ethical conduct and conflict of interest standards. (Ord. 4328 (in part), 1991)

22.01.260 DISCRIMINATION PROHIBITED.

(a) Neither the Board of Directors membership, nor Membership, nor any employees of the public corporation may directly or indirectly be based upon or limited by age, race, color, religion, sex, national origin, marital status, sexual orientation, political ideology or the physical handicap of a capable person.

(b) To assure equality of employment opportunity, the public corporation:

(1) Will not discriminate in employment because of age, race, color, religion, sex, national origin, marital status, sexual orientation, political ideology or against a physically handicapped person capable of performing the work.

(2) Will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their age, race, color, religion, sex, or national origin. The public corporation will, in all solicitations or advertisement for employees placed by or on behalf of the public corporation, state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex or national origin. (Ord. 4328 (in part), 1991)

22.01.270 COMPOSITION OF BOARD OF DIRECTORS.

(a) The Board of Directors shall have three (3) or more members. No term of a position on the Board of Directors shall exceed four (4) years. If no duration of term be provided by the charter, the term of a position on the Board of Directors shall be two (2) years.

(b) All appointments to the Board of Directors shall require the concurrence of the City Council.

(c) 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 corporate officers as ex-officio members or observers; provide for the election, selection, or appointment of all or some positions by the Membership, by other members of the Board of Directors, or by other appointing authorities; and establish advisory or honorary positions without voting powers or with limited voting powers.

(d) If the charter provides for Board of Directors committees, the Board of Directors by resolution may designate and appoint one or more committees consisting of at least three (3) or more members to represent the Board of Directors.

(e) Procedures for the selection and establishment of the initial Board of Directors shall be contained in the charter of the public corporation. (Ord. 4328 (in part), 1991)

22.01.280 COMPOSITION OF THE MEMBERSHIP.

(a) Insofar as such differences or provisions are related to the projects and activities to be undertaken by the public corporation, the charter may:

(1) Divide the membership into classes by objective criteria, and assign differing powers or duties to each class;

(2) Confer on certain classes of members advisory capacity only, while other classes of members may vote on specific matters or have general voting powers; or

(3) Provide for limited membership in the Membership or establish dues or a membership fee.

(b) The charter may provide for open participation; and the charter may provide for affiliation by persons not eligible or unwilling to assume status as a member.

(c) Unless the charter provides otherwise, anyone sixteen (16) years of age or older shall be eligible for member status; and each member shall have the same and equal rights and vote that every other member enjoys.

(d) Membership status shall be personal and may not be transferred by purchase or sale or assignment or by payment of any other consideration. (Ord. 4328 (in part), 1991)

22.01.290 ACCESS TO RECORDS.

(a) A public corporation shall keep an official journal containing the minutes of proceedings at all meetings of the Board of Directors and any meetings of any membership and the resolutions of the Board of Directors.

(b) Any citizen shall have access to records and information of the public corporation to the same degree as a citizen enjoys to records and information of any agency of the city.

(c) The public corporation will provide access to all necessary records to the Bremerton City Auditor for functional and financial internal audits as the Bremerton City Audit Committee may direct from time to time. (Ord. 4328 (in part), 1991)

22.01.300 MEETINGS OF THE BOARD OF DIRECTORS.

(a) The Board of Directors shall meet at intervals as provided in or by the charter; special meetings of the Board of Directors may be called as provided by the charter or in the rules and regulations.

(b) The Board of Directors of a public corporation shall be the governing body of a public agency as defined in the "Open Public Meetings Act," 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 therein provided. In addition, any member of the Board of Directors, upon five (5) days notice, may call a special meeting of the Board of Directors to consider matters appropriate to a regular meeting if twenty-five (25) days have elapsed since the previous Board of Directors meeting and no future Board of Directors meeting has been scheduled.

(c) All meetings shall be open to the public, except the Board of Directors may hold an executive session to consider matters exempt from open meetings under RCW 42.30 and shall enter the cause therefor upon its official journal.

(d) Any of the actions identified in Section.200(a) may be authorized by the Board of Directors without a meeting upon the unanimous written concurrence thereto of all members of the Board of Directors who are entitled to vote on the matter; and upon entry of such action together with the written concurrence upon the official journal the action shall have the force and effect as if taken at a meeting. (Ord. 4328 (in part), 1991)

22.01.310 MEETINGS OF ANY MEMBERSHIP.

(a) Meetings of the Membership shall be held at least once every calendar quarter or at more frequent intervals as provided in the charter. Special meetings of the Membership may be called by the Board of Directors or by petition of the members as provided by the charter or the rules and regulations.

(b) Notice of meeting, stating the place day and hour, shall be mailed to members entitled to be present at least ten days and not more than thirty (30) days before the meeting.

(c) Any member or corporate official may call a special meeting of the Membership upon notice aforesaid, with the expense of notice to be borne by the public corporation to consider matters appropriate to a quarterly meeting if ninety (90) days have elapsed after the previous meeting and no meeting of the Membership shall have been scheduled within thirty (30) days. (Ord. 4328 (in part), 1991)

22.01.320 MEETINGS - CITY PARTICIPATION.

(a) The failure to hold and conduct a regular meeting shall not work a forfeiture of dissolution of the public corporation, but upon notice from the Mayor or City Council, the public corporation shall promptly call and conduct a special meeting to consider matters appropriate to the regular meeting bypassed.

(b) The Mayor and the City Council shall be given notice of any meetings of a membership or the Board of Directors and be entitled to appear in person or by representative. (Ord. 4328 (in part), 1991)

22.01.330 QUORUM.

The charter or the rules and regulations pursuant thereto shall establish the quorum necessary for action by the Board of Directors or Membership. (Ord. 4328 (in part), 1991)

22.01.340 VOTING - REPRESENTATION.

(a) The charter or rules and regulations pursuant thereto shall provide for the manner of balloting and any representation of persons absent from meetings. For example, the charter may, but need not provide for or allow; balloting by mail; absentee ballots or written statements received by mail or delivery (before or after a meeting) to supplement balloting at a meeting; or voting as directed in a written proxy taking a position on particular issue, candidacy, or nomination.

(b) No proxy or voting trusts or pooling arrangements shall be allowed delegating to the holder discretion in casting a ballot or to act for a principal on undisclosed or general matters to be raised at a meeting of the Board of Directors or of the Membership. (Ord. 4328 (in part), 1991)

22.01.350 TENURE IN OFFICE.

(a) A corporate official shall serve for the term designated and until his successor shall have been elected or appointed and qualified.

(b) Any corporate official may be removed from any corporate office or position in such a manner as the charter or rules and regulations pursuant thereto shall prescribe. Any position or corporate office may be abrogated or extinguished during an existing term. Upon removal from a corporate office or position or upon the abrogation or extinction thereof, such corporate official shall have no power of office, but the same shall be without prejudice to any vested contract right to compensation for services rendered or tendered. (Ord. 4328 (in part), 1991)

22.01.360 DEPOSIT OF PUBLIC FUNDS.

All money belonging to or collected for the use of the public corporation coming into the hands of any officer thereof, shall immediately be deposited with the treasurer or other legal depositary to the credit of such public corporation for the benefit of the funds to which they belong. (Ord. 4328 (in part), 1991)

22.01.370 PRIVATE USE OF PUBLIC FUNDS PROHIBITED.

The making of profit out of public money or using the same for any purpose not authorized by law by any officer having the possession or control thereof is prohibited. (Ord. 4328 (in part), 1991)

22.01.380 SAFEGUARDING OF FUNDS.

The public corporation shall deposit all funds in a depository, and otherwise safeguard such funds pursuant to good business practices. (Ord. 4328 (in part), 1991)

22.01.390 ESTABLISHMENT AND MAINTENANCE OF OFFICE AND RECORDS.

The public corporation shall:

(a) Maintain a principal office at a location within the limits of the city;

(b) File and maintain current with the City Clerk a listing of all corporate officials, their positions and their home addresses, the address of its principal office and of all other offices used by it and current set of its rules and regulations; and

(c) Place the statement set forth in Section 22.01.140(a)(3) or as amended pursuant to Section 22.01.160 in a prominent location in its principal office and at all other offices where the public may readily see it; and print or stamp said statement on all contracts, bonds, and other documents that may entail any debt or liability by the public corporation. (Ord. 4328 (in part), 1991)

22.01.400 REPORTS AND INFORMATION.

The public corporation shall:

(a) File an annual report with the City Clerk 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;

(b) Furnish the Mayor and City Council with such statements, records, reports, data and information, as the Mayor, City Council, or City Auditor may request pertaining to matters connected with any projects or activities of the public corporation; and

(c) 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. (Ord. 4328 (in part), 1991)

22.01.410 AUDITS AND INSPECTIONS.

The public corporation shall, at any time during normal business hours and as often as the Mayor, the City Council, the City Auditor, the City Clerk or the State Auditor deem necessary, make available to the same all its financial records, and will permit the same to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all of the aforesaid matters. (Ord. 4328 (in part), 1991)

22.01.420 BONDS AND NOTES.

(a) 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 and notes are authorized. All bonds or notes shall carry in a prominent place thereof the statement set forth in Section 22.01.140(a)(3) or as amended pursuant to Section 22.01.160. All bonds and notes or liabilities occurring thereunder shall be satisfied exclusively from the assets or credit of such public corporation, and no creditor or other person shall have recourse to the assets, credit or services of the city thereby, unless the City Council shall by ordinance expressly guarantee such bonds or notes.

(b) Bonds and notes of the public corporation may be sold at such price or prices, at public or private sale, in such manner and from time to time as may be determined by the public corporation. Bonds and notes may be made payable at such place or places whether within or without the state, may bear interest at such rate or rates, may be in such form and denominations and of such tenor and maturities, may be in bearer form or in registered form as to principal and interest or as to principal alone, reserve such rights to redeem at such price or prices and after such notice or notices and on such terms and conditions, all as the public corporation may determine and provide in the proceedings under which such bonds and notes shall be issued.

(c) The public corporation may at the time of the issuance of such 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 thereof and the interest thereon, 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 take possession and use or operate and manage corporate assets securing the bonds and notes in 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.

(d) 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 consistent with this chapter although not enumerated in this chapter. (Ord. 4328 (in part), 1991)

22.01.430 CHARTER AMENDMENT.

(a) A public corporation proposing an amendment to its charter after approval in accordance with Section.230 shall file the same in duplicate with the City Clerk. One proposed amendment shall be filed as public record and the other forwarded to the Mayor or Mayor’s designee for review and recommendations. The Mayor may approve or disapprove recommendation. A charter amendment proposed by a public corporation shall take effect and become a part of the charter upon the concurrence of the City Council and the filing of the Mayor’s approval with the City Clerk.

(b) When required by law, each public corporation chartered pursuant to this chapter shall propose to the Mayor an amendment to the public corporation’s charter that will conform with said law. Membership approval as provided in Section 22.01.230 shall not be required for any proposed charter amendment required by law. (Ord. 4328 (in part), 1991)

22.01.440 INTERVENTION.

(a) When authorized by resolution of the City Council after a public hearing held with notice to the public corporation the Mayor or City Council as provided in said resolution may intervene, and exercise such control over a public corporation as is necessary and appropriate to correct any deficiency and/or to assure that the purposes of a program undertaken may be reasonable accomplished, including directing affirmative action, when:

(1) The Board of Directors of the public corporation has requested such intervention by resolution;

(2) The public corporation has failed to set forth the statement required by Section 22.01.390(c) and set forth in Section 22.01.140(a)(3) in written contracts, bonds or other documents;

(3) The public corporation has represented to the public or to creditors that recourse may be had to the assets, property or credit of the city on account of acts or omissions of the public corporation, unless such secondary or direct liability be in fact assumed by the City Council;

(4) The public corporation has failed to file an annual report as required by Section 22.01.400(a) after notice of such omission;

(5) 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;

(6) The Board of Directors has continuously failed to conduct meetings as required by its charter, or the public corporation has neglected or refused to conduct a meeting after notice from the Mayor and/or City Council to do so pursuant to Section 22.01.320;

(7) The Board of Directors has unreasonably impaired public participation in the conduct of projects and activities or oppressed or hindered any membership in its exercise of its powers and responsibilities;

(8) The assets of the public corporation have been or are committed to be misapplied or wasted, or illegally expended; or

(9) The public corporation has committed or is about to commit a material violation of this ordinance or its charter.

(b) The Mayor or City Council may take such actions as necessary to achieve the object of the intervention stated in the resolution of the City Council and make corrections or revisions ancillary thereto, and shall accomplish the purposes of the intervention as expeditiously as reasonable; corporate officers shall not be displaced nor the conduct of their duties impaired more than necessary to accomplish the purposes of the intervention and the intervention shall cease as soon as the objectives stated in the resolution and corrections ancillary thereto have been accomplished. (Ord. 4328 (in part), 1991)

22.01.450 TRUSTEESHIP.

(a) 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 a trusteeship upon a public corporation organized pursuant to this chapter and to appoint the trustees therefor under any of the following circumstances:

(1) The Board of Directors of the public corporation has requested same by resolution;

(2) The public corporation has filed a statement of dissolution preparatory to termination of its existence;

(3) The public corporation becomes insolvent or otherwise unable to carry out its contractual obligations to creditors and other persons;

(4) The charter was procured through fraud or misrepresentation of any material matter that has an effect upon the projects of activities to be undertaken;

(5) The public corporation has filed an annual report with the City Clerk that is false or deceptively misleading on a material matter;

(6) The public corporation is incompetent or ineligible to carry out the public purposes for which it was chartered;

(7) The public corporation has misused, abused, or continuously exceeded the power or authority conferred by this chapter or its charter, or committed repeated violations of this chapter or its charter; or

(8) The assets of the public corporation have been or are committed to be misapplied or wasted or illegally expended, or a material violation of this chapter has been committed or is about to be committed, and the City Council determines that intervention as provided in Section.440 would not be feasible under the circumstances.

(b) The trustees appointed by the Superior Court shall take such actions as necessary during the trusteeship to achieve the object thereof as reasonable. The trustees shall have the power and authority to reorganize the public corporation and amend its charter and/or its rules and regulations; suspend and/or remove corporate officials, and manage the assets and affairs of the public corporation; and exercise any and all corporate powers as necessary or appropriate to fulfill outstanding agreements, to restore the capability of the public corporation to perform the functions and activities for which it was chartered, to reinstate its credit or creditability with its creditors or obligees; and, if so authorized by the Superior Court, to oversee its dissolution. (Ord. 4328 (in part), 1991)

22.01.460 TERMINATION.

The existence of the public corporation may be terminated by resolution of the City Council at or after a public hearing, held with notice to the public corporation and affording it a reasonable opportunity to be heard and present evidence, 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 discontinued its projects and activities for which chartered or 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 it from conducting all or the major portion of the activities for which chartered or 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 corporation;

(d) Any one or more of the circumstances for imposition of a trusteeship stated in Section 22.01.450(a)(3) through (a)(8) inclusive, together with an affirmative finding by the City Council that a trusteeship would not be feasible under the circumstances or could not attain its objective; and that termination is warranted;

(e) Repeal of enabling legislation authorizing public corporations, or amendment thereof or supplementary legislation thereto which singularly or cumulatively restricts all or the major portion of the activities for which the public corporation was chartered, or 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 such public corporation; or

(f) Continuous trusteeship of the public corporation for one year, or the imposition of a trusteeship for whatever cause(s) three (3) times in any one-year period.

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 causes designated in this section for payment of any obligations, bonds, notes or other contracts of indebtedness from the rights and assets of the public corporation so that such bonds and contracts be not impaired. (Ord. 4328 (in part), 1991)

22.01.470 DISSOLUTION - STATEMENT.

Upon enactment of a resolution by the City Council for dissolution of the public corporation or by the public corporation for its own dissolution other than for purposes of merger or reorganization in a plan approved by the Mayor and City Council, the public corporation shall file a dissolution statement signed by its chief executive officer setting forth:

(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; the provisions to be made for satisfaction of outstanding liabilities and performance of executory contracts; and the estimated time of completion of its dissolution;

(d) The Board of Directors resolution providing for such dissolution and the date(s) and proceedings leading toward it adoption, whenever the dissolution be voluntary; and

(e) A list of persons to be notified upon completion of the dissolution.

The Mayor shall review the statement filed and oversee the dissolution to protect the public interest and prevent impairment of obligation, or if so authorized by law, authorize or initiate proceedings in the Superior Court for the appointment and supervision of a receiver for such purposes. Upon satisfactory completion of dissolution proceedings, the Mayor shall indicate such dissolution by inscription of "Charter Canceled" on the original charter of the public corporation on file with the City Clerk and, when available, on the duplicate original of the public corporation, and the existence of the public corporation shall cease. The City Clerk shall give notice thereof to the Secretary of State and other persons requested by the public corporation in its dissolution statement. When applicable the Supreme Court of the State of Washington shall have jurisdiction to appoint and supervise receivers in accordance with RCW 35.21.750. (Ord. 4328 (in part), 1991)

22.01.480 MERGER WITH PUBLIC CORPORATION.

An application by a public corporation to merge with or into another public corporation organized under this chapter shall be processed in the same manner as a charter amendment by the public corporation and as an application for charter in accordance with Sections.090 and .100; and concurrence by City Council and approval by the mayor shall authorize the merger. In the event of such a merger, all of the rights, assets and property of the public corporation shall vest in the surviving public corporation or successor public corporation. (Ord. 4328 (in part), 1991)

22.01.490 TERMINATION - DISPOSITION OF ASSETS.

Upon termination of the existence of a public corporation, 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 applicable or not accepted, to the next listed entity in succession:

(a) To the surviving or successor public corporation in event of a merger as provided in Section 22.01.480;

(b) To the city;

(c) To some other local municipal corporation that performs similar activities or functions for which the assets were acquired or are devoted;

(d) To the state for use in or application upon projects and activities or functions for which the assets were acquired or are devoted;

(e) To the United States of America, any of its departments or agencies; a public authority created by the United States of America; or an organization acting as an authorized agent of the United States of America;

(f) To a corporate fiduciary or other trustee, in trust for or use under the direction of any of the aforesaid entities for the purposes, projects and activities for which the assets were acquired or devoted;

(g) To nonprofit organizations performing community service, charitable or educational activities similar to the projects and activities for which the assets were acquired; provided the City Council may in its discretion by resolution with respect to any particular dissolution:

(1) Authorize the Mayor for and on behalf of 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; and

(2) Establish procedures and terms and conditions for transfer and acceptance of the rights, assets and property of the public corporation to any of the aforesaid entities; and

(3) Requires some or all of the aforesaid eligible entities identified in Subsections (b) through (e) to submit applications for transfer of such rights, assets and property of the public corporation setting forth the proposed uses thereof, and accept the application and contract with the entity or organization that would make the most appropriate use of such rights, assets and property in performing the projects and activities for which the public corporation was chartered.

All rights, property and assets of the public corporation upon transfer shall be vested in the entity receiving and accepting the same, together with any appurtenant obligations and liabilities. (Ord. 4328 (in part), 1991)

22.01.500 INSURANCE.

Each public corporation chartered pursuant to this chapter shall maintain in full force and effect public liability insurance in the amount specified by the Mayor and City Council which is 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. (Ord. 4328 (in part), 1991)

22.01.510 UNAUTHORIZED REPRESENTATION.

All persons who knowingly and intentionally assume to act for the public corporation without authority to do so shall be jointly and severally liable for the debts and liabilities incurred or arising as a result thereof. (Ord. 4328 (in part), 1991)

22.01.520 ANCILLARY AUTHORITY.

The Mayor and City Clerk are granted all such power and authority as reasonably necessary or convenient to enable them to administer this chapter efficiently and to perform the duties imposed in this chapter. (Ord. 4328 (in part), 1991)

22.01.530 CONSTRUCTION.

This chapter shall be liberally construed so as to effectuate its purposes. (Ord. 4328 (in part), 1991)

22.01.540 WAIVER.

When requested by a public corporation in order to secure or carry out federal grants or programs, the City Council may waive compliance by the public corporation with any particular provision of this chapter, other than Sections 22.01.010; 22.01.140(a)(3); 22.01.160; 22.01.170; 22.01.360 through 22.01.380; 22.01.390(c); 22.01.420; 22.01.440(a)(2), (a)(3) and (a)(8); and 22.01.450, which may be inconsistent with the terms and conditions of the federal grant or program insofar as necessary to enable the public corporation to secure and carry out such grant or program. (Ord. 4328 (in part), 1991)

22.01.550 PROHIBITED CONDUCT.

(a) No current corporate official or employee shall:

(1) Engage in any transaction or activity which is, or would to a reasonable person appear to be, in conflict with or incompatible with the proper discharge of official duties, or which impairs, or would to a reasonable person appear to impair, the officer’s or employee’s independence of judgment or action in the performance of official duties;

(2) Use his or her official position for a purpose that is, or would to a reasonable person appear to be primarily for the private benefit of the official or employee, rather than primarily for the benefit of the public corporation; or to achieve a private gain or an exception from duty or responsibility for the official or employee or any other person;

(3) Solicit or receive any retainer, gift, loan, entertainment, favor or other thing of monetary value from any person where the retainer, gift, loan, entertainment, favor or other thing of monetary value has been solicited, received or given, or to a reasonable person would appear to have been special consideration or influence as to any action by such official or employee in his or her official capacity; provided that nothing shall prohibit contributions which are solicited or received and reported in accordance with applicable law;

(4) Use or permit the use of any person, funds or property under his or her official control, direction, custody, or any corporate funds or corporate property, for a purpose which is or to a reasonable person would appear to be, for the private benefit of the official or employee or any other person or entity; provided, that nothing shall prevent the private use of corporate property which is available on equal terms to the public generally, or the use of corporate property in accordance with corporate policy for the conduct of official corporate business, if in fact the property is used appropriately;

(5) Disclose or use any information gained by reason of his or her official position for the immediate or anticipated personal gain or benefit of the official, employee or any other person or entity; provided, that nothing shall prohibit the disclosure or use of information which is a matter of public knowledge, or which is available to the public on request;

(6) Except in the course of official duties, assist any person in any corporate transaction where such corporate official or employee’s assistance is, or to a reasonable person would appear to be, enhanced by that official or employee’s position with the corporation; provided that this subsection shall not apply to any official or employee appearing on his or her own behalf or representing himself or herself as to any matter in which he or she has a proprietary interest, if not otherwise prohibited by law;

(7) Have a financial or other private interest, direct or indirect, personally or through a member of his or her immediate family, in any contract or non-contractual transaction to which the corporation may be a party, and fail to disclose such interest prior to the formation of the contract, or prior to the time the corporation enters into the transaction; provided, that this paragraph shall not apply to any contract awarded through the public bid process in accordance with applicable law;

(8) Be beneficially interested, directly or indirectly, in any contract which may be made by, through or under the supervision of such officer, in whole or in part, or which may be made for the benefit of his office, or accept, directly or indirectly, any compensation, gratuity or reward in connection with such contract from any other person beneficially interested therein;

(9) Fail to disqualify himself or herself from acting on any transaction which involves the corporation and any person who is, or at any time within the preceding twelve (12) month period has been a private client of his or hers, or of his or her firm or partnership.

(b) A corporate official or employee may perform official duties and participate in corporate affairs or activities when:

(1) The proposed action or activities of the public corporation would not affect him or her in a manner different in kind from that of the public or community generally, or when the corporate official is a member of a substantial class of persons included in a service or assistance program and would not be affected in a manner different in kind from other member of the class; or

(2) The charter or rules or regulations repose responsibility with the Board of Directors for an action that affects all Board of Directors members in their official capacity alike; or

(3) After disclosure of his or her personal interest, the Board of Directors finds, by majority recorded vote following discussion in open meeting during which public comment is permitted, that the official’s participation would further the public interest notwithstanding the personal interest disclosed.

(c) In all other instances, any corporate official who may have a direct or indirect financial interest in any matter coming before the Board of Directors, shall disclose to the Board of Directors the nature and extent of such interest, and refrain from voting, participating in Board of Directors deliberations as an official, or attempting to influence any other corporation official on the matter. (Ord. 4328 (in part), 1991)

22.01.560 PENALTY FOR VIOLATION.

Violation of any provision of Section 550 constitutes an infraction for which a monetary fine not to exceed Five Hundred Dollars ($500.00), may be assessed by a court of competent jurisdiction. Violation may be proven by a preponderance of evidence and need not be proven beyond a reasonable doubt. (Ord. 4328 (in part), 1991)