Chapter 2.94 PUBLIC CORPORATIONS

A. The city council authorizes the establishment and chartering of one or more public corporations (in this chapter called “public corporations”), each 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 community participation in appropriate municipal projects and activities that are, in practical effect, restricted by the organizational structure of city government, all as authorized by RCW 35.21.725 through 35.21.755.

B. Such public corporation shall have the power and authority described in MVMC 2.94.040, 2.94.050, and 2.94.060 insofar as authorized by its charter; be limited by the restrictions and provisions set forth in MVMC 2.94.070; be organized in accordance with the process outlined in MVMC 2.94.090, 2.94.100 and 2.94.110 and with the structure, purposes and organization provided for by MVMC 2.94.140 through 2.94.350 and its charter; observe the constitutional limitations set forth in MVMC 2.94.360 and 2.94.370; incur indebtedness as allowed by MVMC 2.94.420; and shall be subject to the supervening conditions stated in MVMC 2.94.440 through 2.94.460.

C. All liabilities incurred by such public corporation 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 right of action against the city, town, or county creating such corporation, commission, or authority on account of any debts, obligations, or liabilities of such public corporation, commission, or authority. (Ord. 3048 § 1, 2001).

2.94.020 Definitions.

As used in this chapter, the term:

A. “Board” means the group of persons vested with the management of the affairs of the public corporation, irrespective of the name by which such group is designated. It includes, but is not limited to, such designations as “board of directors,” “trustees,” “managers,” “directorate,” “commission” or “council.”

B. “Bonds” means any bonds, promissory notes, interim certificates, debentures, certificates of indebtedness or other obligations issued by the public corporation pursuant to its charter and this chapter.

C. “Charter” means the articles of organization of the public corporation irrespective of the name applied thereto, and all amendments thereto.

D. “City” means the city of Mount Vernon.

E. “City finance director” means the city of Mount Vernon finance director, or a person authorized to act on his or her behalf.

F. “City council” means the legislative body of the city.

G. “Constituency” 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.

H. “Constituent” means a member of the constituency.

I. “Corporate” shall refer or pertain to a public corporation.

J. “Corporate office” means an office or official person of the public corporation, irrespective of designation, but excludes membership positions of the board.

K. “Corporate officer” means an officer or official of the public corporation, irrespective of designation, but excludes members of the board that do not hold a corporate office.

L. “Corporate official” means an officer or official of the public corporation, irrespective of designation, and includes members of the board.

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 Mount Vernon.

P. “Natural person” means a human being, as distinguished from an artificial person created by law.

Q. “Person” means a natural person, individual, or firm, partnership, corporation, society or association. The term shall import either the singular or plural, as the case may be.

R. “Public corporation” shall mean a corporation, organized under this chapter.

S. “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.

T. “Resolution” means an action of the board with the quorum required in MVMC 2.94.330.

U. “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.

V. “State” (when used as a noun) shall mean the state of Washington. (Ord. 3048 § 2, 2001).

2.94.030 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;

B. The public corporation shall exist for a 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.

The charter may combine any term or condition set forth in subsection B of this section with that set forth in subsection C of this section. 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 issuance of its charter. (Ord. 3048 § 3, 2001).

2.94.040 Powers – Generally.

Except as otherwise limited by the State Constitution, 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 with individuals, associations and corporations, and the state and the United States;

C. Sue and be sued;

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 or private funds;

G. Administer and execute federal grants and programs;

H. Receive and administer federal funds;

I. Provide and implement such municipal services and functions as the city council and mayor may direct;

J. Transfer, with or without consideration, any funds, real or personal property, property interests, or services received from the federal government, private sources or, if otherwise legal, from a city or county; and

K. Receive and administer private funds, goods or services for any lawful public purpose. (Ord. 3048 § 4, 2001).

2.94.050 Powers – Specified.

Except as otherwise limited by the State Constitution, this chapter, or the public corporation’s charter, the powers granted a public corporation by MVMC 2.94.040 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 MVMC 2.94.420 and applicable provisions of the Uniform Commercial Code 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 for corporate projects and activities;

C. Contract for lease, and accept transfers, gifts, or loans of funds or property from the United States, the state, 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 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 city council any 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 mayor and city council may by ordinance assign;

H. Recommend to the mayor and 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;

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 an urban renewal area or 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. 3048 § 5, 2001).

2.94.060 Additional powers.

Except as otherwise limited by this chapter or by its charter or bylaw, a public corporation shall have in addition to the powers enumerated in MVMC 2.94.040 the power and authority:

A. To have a corporate seal and alter the same at its pleasure;

B. To cease its activities and operations and surrender its charter through dissolution procedures provided in MVMC 2.94.470;

C. To exercise and enjoy such additional powers as may be authorized by law; and

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. 3048 § 6, 2001).

2.94.070 Limitation of powers.

A. A public corporation organized under this chapter shall have neither 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, or the Legislature of the state or the city council; provided, however, that members and officials of a public corporation may respond to requests by contacting members of Congress, state legislators, or city council members 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.

D. No public corporation chartered under this chapter may exercise any of the powers or engage in any of the functions set forth or necessarily implied in MVMC 2.94.040, 2.94.050, 2.94.060, 2.94.130, 2.94.200, 2.94.230, 2.94.240, 2.94.300, 2.94.390, 2.94.420, 2.94.480, or elsewhere in this chapter until either a sufficient number of the initial membership of the board to constitute a quorum is confirmed by the city council or 60 days have elapsed after the submission of such nominations for confirmation (including all information required by city council rules for consideration of an appointment) without the city council taking any action. (Ord. 3048 § 7, 2001).

2.94.080 Purview of affairs.

A. All funds, assets or credit of the public corporation shall be applied toward or expended upon municipal and community services, 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 of this section does not preclude the following transactions or activities, and a public corporation, unless restricted by its charter, may:

1. Reimburse corporate officials for reasonable expenses actually incurred in performing their duties, and extend to the constituents derivative benefits of projects and activities accorded to the community generally or to members of community by criteria equally applied, and as appropriate in order to avoid unreasonably impeding attainment of widespread citizen participation in carrying out corporate projects and activities;

2. Assist corporate officials or constituents 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 constituent by reason of his status or position in the public corporation;

3. Return to corporate officials or constituents 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 is made a party by reason of his 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 in connection with such defense, except as to matters on which he shall be adjudged in such action or proceeding to be liable for an act or omission performed without capacity or power, or willful misconduct in the performance of duty; and

5. Sell assets for a 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 corporation’s general object or purpose and is applied to or expended upon municipal and community services and projects and activities as aforesaid. (Ord. 3048 § 8, 2001).

2.94.090 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 finance director 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 proposed initial rules and regulations;

6. The names and addresses of persons nominated as the initial corporate officials;

7. 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

8. 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 finance director 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 30 days shall elapse between filing of an application and issuance of a charter. (Ord. 3048 § 9, 2001).

2.94.100 Review of application.

At the city council’s request, the mayor or his/her designee shall review all applications to determine the following matters, refer to the mayor and city council his/her findings, and make recommendations with respect to:

A. Whether chartering the public corporation will help to fulfill the purposes set forth in MVMC 2.94.010 and Chapter 37, Laws of 1974, First Extraordinary Session;

B. Whether the requested character or duration of the public corporation is reasonably necessary for the activities or functions to be performed;

C. Whether changes, revisions, or modifications should be made in the proposed charter or the proposed initial rules and regulations to comply with this chapter, to encourage citizen participation, or 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 any finding described in the application will be made available; and

F. 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. 3048 § 10, 2001).

2.94.110 Issuance of charter.

A. Upon the authorization of the city council, the mayor, in his/her discretion, shall issue a charter:

1. Upon concurrence in affirmative findings and favorable recommendations by the designee; or

2. Upon acceptance by the applicants of changes, revisions, modifications, conditions, restrictions or contingencies suggested by the mayor; or

3. Upon satisfactory resolution of differences between the applicant and the mayor.

B. A charter establishing a public corporation shall be issued in duplicate originals, each signed by the mayor and attested by the finance director. One original shall be retained by the finance director and filed as a public record; and a duplicate original shall be delivered to the applicant(s). The finance director 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. 3048 § 11, 2001).

2.94.120 Effect of issuance of 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. 3048 § 12, 2001).

2.94.130 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 30 days, giving at least 10 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 shall organize itself, may appoint interim officers and nonvoting members of the board to serve until the selection processes provided in or by charter be complied with, select the temporary place of business, and assist in organizing the constituency. (Ord. 3048 § 13, 2001).

2.94.140 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 MVMC 2.94.030;

3. This statement in prominent place:

(Name of public corporation) is organized pursuant to ordinance of the City of Mount Vernon and Chapter 37, Laws of 1974, First Extraordinary Session (43rd Leg. 3rd Extra. Sess.). Chapter 37, Laws of 1974, First Extraordinary Session (43rd Leg. 3rd Extra. Sess.) provides as follows: “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 right of action against the city, town or county creating such corporation, commission or authority 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 MVMC 2.94.040 and 2.94.050;

6. The structure or fundamental organization of the public corporation;

7. A division of duties within the corporate structure as provided in MVMC 2.94.190;

8. The powers and duties of the board;

9. The powers and duties of any constituency 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.

B. The charter shall set forth the following matters in conformity with MVMC 2.94.240 through 2.94.310 and 2.94.330 and 2.94.340, 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, selection 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: 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 committees and duties; and the filling of vacancies;

3. The composition of the constituency, if any: its character, powers and voting rights; division by classes and the powers of such classes; any referendum to or initiative by the constituency; eligibility of citizens to become a constituency 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 constituent status;

4. The maintenance of corporate records and public access thereto;

5. Regular and special meetings of the board and notice requirements to board members and the public;

6. Regular and special meetings of any constituency necessary to conduct affairs;

7. The method of voting, and for representation of persons absent from meetings if allowed;

8. Suspension or removal of corporate officials from an office or position; and conditions which would require such suspension;

9. Any other provision pertaining to the internal affairs of the public corporation as deemed appropriate.

The provisions 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. 3048 § 14, 2001).

2.94.150 Limits upon name.

The corporate name shall not:

A. End with “incorporated,” “company,” or “corporation” or any abbreviation thereof or use the term “grange,” “bank,” “banking,” “trust” or “savings” therein, or any combination of words that are restricted from its usage by state law; and

B. Adopt or 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 corporate name reserved or registered as permitted by the laws of the state. (Ord. 3048 § 15, 2001).

2.94.160 Mandatory statement – Reservation.

The city council by resolution may amend the statement required by MVMC 2.94.140(A)(3) from time to time to reflect any subsequent state legislation amending or supplementing Chapter 37, Laws of 1974, First Extraordinary Session (43rd Leg. 3rd Extra. Sess.), or recodification of such sections, and such amendatory statement shall be attached as an amendment to the charter of the public corporation. (Ord. 3048 § 16, 2001).

2.94.170 Scope of activities – Constraint.

A. Whenever the laws of the state or of the United States 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 only in those areas of another jurisdiction whose governing body by agreement with the city consents thereto. (Ord. 3048 § 17, 2001).

2.94.180 Corporate structure – Basic pattern.

A. Power and responsibility within the corporate structure shall be distributed among the corporate officers, the board and any constituency.

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 or as a commission comprise the board.

C. The board 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 MVMC 2.94.200.

D. The charter shall establish a constituency with at least the powers set forth in MVMC 2.94.210(A) through (D) unless the mayor expressly determines that a constituency with such powers would not be in the public interest and approves a charter without a constituency, or a charter amendment to abolish or modify it. A charter that does not provide for a constituency or that prescribes a constituency with advisory capacity only shall repose stewardship for management and determination of all corporate affairs in the board.

E. If a constituency is provided, the board or a committee thereof shall report to the constituency at a meeting held at least quarterly and receive such advice, counsel, or direction as the charter shall designate. (Ord. 3048 § 18, 2001).

2.94.190 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 the 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. 3048 § 19, 2001).

2.94.200 City council concurrence required.

General or particular authorization or concurrence of the city council 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, issuance of notes, debentures, or bonds, and the mortgaging or pledging of corporate assets to secure the same;

C. The donation of money, property or other assets belonging to the public corporation;

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 $10,000, 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;

F. Any project or activity outside the limits of the city;

G. Adoption of an annual budget;

H. Certification of annual reports and statements to be filed with the finance director as true and correct in the opinion of the board 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 or require board participation by resolution. (Ord. 3048 § 20, 2001).

2.94.210 Constituency concurrence required.

If the charter provides for a constituency 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 constituency 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 constituency;

C. Fixing the compensation of corporate officials and the 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. 3048 § 21, 2001).

2.94.220 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 MVMC 2.94.140(B), as the charter shall authorize. The rules and regulations contained in the application for the charter as approved by the mayor shall be the initial rules and regulations of the public corporation.

B. Amendments to the rules and regulations shall not take effect until 10 days after filing of the same with the finance director, unless such amendment(s) shall have been passed by unanimous vote of the board and the constituency (if affected by the amendment), and an earlier effective date is set. (Ord. 3048 § 22, 2001).

2.94.230 Proposing charter amendments.

A. A public corporation may propose to the mayor that its charter be amended by resolution of its board passed by a procedure outlined in its charter and in conformity with MVMC 2.94.330 at a regular or special meeting of which 30 days’ advance notice was given; and where concurrence of the constituency be required by the charter or by MVMC 2.94.210, by approval of the constituency through either written ballots by mail or a vote of constituents at a regular or special meeting at which consideration of the proposed amendment was scheduled and 30 days’ advance notice given. Each method shall comply with procedures prescribed by the charter in accordance with MVMC 2.94.320.

B. Notice of a proposed charter amendment given to members of the board and to constituents shall set forth the proposed amendment and a statement of its purpose and effect. (Ord. 3048 § 23, 2001).

2.94.240 Corporate offices and officers.

A. Corporate officers may be elected or appointed by the board, by the constituency, by a nomination-selection process of both the board and the constituency, by other persons 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 years. Unless the charter so provides, indefinite terms conditioning tenure in office upon the continued confidence or pleasure of the board and/or constituency 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. 3048 § 24, 2001).

2.94.250 Discrimination prohibited.

A. Neither board membership nor constituency membership may directly or indirectly be based upon or limited by age, race, color, religion, sex, national origin, marital status, parental status, sexual orientation, gender identity, political ideology, creed, ancestry, or the presence of any sensory, mental or physical disability; provided, that board positions on a public corporation emphasizing Indian arts or culture or services and programs oriented toward American Indians may be filled by persons selected by organizations whose funding is substantially derived from public or private grants or federal appropriations available only to organizations controlled by American Indians.

B. To assure equality of employment opportunity, the public corporation:

1. Will not discriminate in employment because of age, race, color, creed, religion, ancestry, sex, national origin, marital status, sexual orientation, gender identity or political ideology, or the presence of any sensory, mental or physical disability;

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. This requirement shall apply to but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment activities; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The public corporation shall post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. The public corporation will, in all solicitations or advertisements 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.

C. In all housing projects and activities and in all housing related relocation activities, the public corporation shall take affirmative action to further the fair housing laws and regulations of the city. (Ord. 3082, 2001; Ord. 3048 § 25, 2001).

2.94.260 Composition of the board.

A. The board shall have three or more members. No term of a position on the board shall exceed four years. If no duration of term is provided by the charter, the term of a position on the board shall be two years.

B. All appointments to the board shall be confirmed by the city council; provided, that any person whose name has been submitted to the city council shall, unless and until his or her name has been rejected by the city council, have the full powers and responsibilities of a confirmed board member.

C. The charter may but need not establish different terms for various positions on the board; stagger the terms; require special qualifications for certain positions; include corporate officers as ex officio members or observers; select members by districts or from classes of persons or from community agencies; provide for election, selection, or appointment of all or some positions by the constituency, by other members of the board, 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 committees, the board by resolution may designate and appoint one or more committees consisting of at least three or more members to represent the board and may designate a committee of its membership to present quarterly reports to the constituency, so long as the number of the board’s representatives attending and making the report to the constituency equal or exceed two voting members when the voting membership of the board is five or less, or the nearest integer to 30 percent of the board’s voting membership when the board has six or more voting members. (Ord. 3048 § 26, 2001).

2.94.270 Submitting appointments for confirmation.

To provide a continuous full voting membership on the board of a public corporation:

A. Whenever the mayor or the city council may fill a position on the board with voting powers, an appointment to fill a vacancy caused by expiration of a board member’s term of office shall be submitted to the city council 60 days before the term expires;

B. Whenever the constituency elects, or another appointing authority may fill, a position on the board with voting powers, an appointment to fill a vacancy caused by expiration of a board member’s term of office shall be submitted to the city council promptly after the election or selection occurs; and

C. An appointment to fill a vacancy in a position on the board with voting powers caused by death, resignation, disqualification, or other cause shall be submitted to the city council for confirmation within two weeks after the vacancy occurs. (Ord. 3048 § 27, 2001).

2.94.280 Composition of the constituency.

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 constituency into classes by district or residence, by adult or minor, or other objective criteria, and assign differing powers or duties to each class;

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

3. Provide for limited membership in the constituency 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 constituent.

C. Unless the charter provides otherwise, all residents of the city 16 years of age or older shall be eligible for constituent status upon application; and each constituent shall have the same and equal rights and vote that every other constituent enjoys.

D. Constituency status shall be personal and may not be transferred by purchase or sale or assignment or by payment of any other consideration. (Ord. 3048 § 28, 2001).

2.94.290 Access to records.

A. A public corporation shall keep an official journal containing the minutes of proceedings at all meetings of the board and any meetings of any constituency and the resolutions of the board.

B. Any constituent, including persons in an advisory status, and corporate officials may examine the official journal; and 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. (Ord. 3048 § 29, 2001).

2.94.300 Meetings of the board.

A. The board shall meet at least once per month or at a more frequent interval as provided in or by the charter; special meetings of the board may be called as provided by the charter or in the rules and regulations.

B. The board of a public corporation shall be the governing body of a public agency as defined in RCW 42.30.020 and all meetings of the board shall be held and conducted in accordance with RCW 42.30.010 et seq., and special meetings may be called as therein provided. In addition, any member of the board upon five days’ notice may call a special meeting of the board to consider matters appropriate to a regular meeting if 25 days have elapsed since the previous board meeting and no future board meeting has been scheduled.

C. All meetings shall be open to the public, except the board may hold an executive session to consider matters enumerated in RCW 42.30.110 et seq., and shall enter the cause therefor upon its official journal.

D. Any of the actions identified in MVMC 2.94.200(A) may be authorized by the board without a meeting upon the unanimous written concurrence thereto of all members of the board 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. 3048 § 30, 2001).

2.94.310 Meetings of any constituency.

A. Meetings of the constituency shall be held at least once every calendar quarter or at more frequent intervals as provided in the charter. Special meetings of the constituency may be called by the board or by petition of the constituents as provided by the charter or the rules and regulations.

B. Notice of meeting, stating the place, day and hour, shall be mailed to constituents entitled to be present at least 10 days and not more than 30 days before the meeting; provided, that if the constituency be the public-at-large or a class in excess of 100 persons, notice may be made by publication of notice for three days in a newspaper of general circulation in the area together with posting in a prominent place in the public corporation’s offices.

C. Any constituent or corporate official may call a special meeting of the constituency upon the notice aforesaid, with the expense of notice to be borne by the public corporation to consider matters appropriate to a quarterly meeting if 90 days have elapsed after the previous meeting and no meeting of the constituency shall have been scheduled within 30 days. (Ord. 3048 § 31, 2001).

2.94.320 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 constituency and be entitled to appear in person or by representative. (Ord. 3048 § 32, 2001).

2.94.330 Quorum.

The charter or the rules and regulations pursuant thereto shall establish the quorum necessary for action by the board or constituency. Such quorum shall equal or exceed the following minimums:

A. Any resolution authorizing or approving an action described in MVMC 2.94.200(A) through (H) may only be passed by a vote representing both a majority of the board members voting on the issue and one-third of the board’s voting membership; and

B. Proposed charter amendments shall require an affirmative vote representing two-thirds of the board members voting on the issue and a majority of the board’s voting membership; and where the charter or MVMC 2.94.210 provide for concurrence of the constituency, such concurrence shall require an affirmative vote representing two-thirds of the constituents voting on the issue and at least 20 percent of any constituency comprising less than 100 persons. (Ord. 3048 § 33, 2001).

2.94.340 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 a 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 or of the constituency. (Ord. 3048 § 34, 2001).

2.94.350 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 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. 3048 § 35, 2001).

2.94.360 Deposit of public funds.

All moneys 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 depository to the credit of such public corporation for the benefit of the funds to which they belong. (Ord. 3048 § 36, 2001).

2.94.370 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. 3048 § 37, 2001).

2.94.380 Safeguarding of funds.

The public corporation shall deposit all funds in a depository acceptable to the mayor and otherwise safeguard such funds pursuant to such instructions as the mayor may from time to time issue. (Ord. 3048 § 38, 2001).

2.94.390 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 finance director, 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 a current set of its rules and regulations;

C. Place the statement set forth in MVMC 2.94.140(A)(3) or as amended pursuant to MVMC 2.94.160 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; and

D. Establish and maintain such additional records as may be prescribed by the mayor. Except as otherwise authorized by the mayor, the public corporation shall retain such records as may be required by state or federal law. (Ord. 3048 § 39, 2001).

2.94.400 Reports and information.

The public corporation shall:

A. File an annual report with the finance director 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 or city council may request pertaining to matters connected with any projects or activities of the public corporation;

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. 3048 § 40, 2001).

2.94.410 Audits and inspections.

The public corporation shall, at any time during normal business hours and as often as the mayor, the city auditor, or the State Auditor deem necessary, make available to the mayor, city auditor and the State Auditor for examination all of its financial records, and will permit the mayor, city auditor, and State Auditor to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all the aforesaid matters. (Ord. 3048 § 41, 2001).

2.94.420 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 MVMC 2.94.140(A)(3) or as amended pursuant to MVMC 2.94.160. 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 any recourse to the assets, credit, or services of the city thereby, unless the city council shall by resolution 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. 3048 § 42, 2001).

2.94.430 Charter amendment.

A. A public corporation proposing an amendment to its charter after approval in accordance with MVMC 2.94.230 shall file the same in duplicate with the finance director. One proposed amendment shall be filed as public record and the other forwarded to the mayor for review and recommendation thereon to the city council with attention to the criteria set forth in MVMC 2.94.100(B) and (C). The city council may approve the proposed amendment. A charter amendment proposed by a public corporation shall take effect and become a part of the charter upon the filing of the mayor’s approval with the finance director.

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 to said law. Constituency approval as provided in MVMC 2.94.230 shall not be required for any proposed charter amendment required by law. (Ord. 3048 § 43, 2001).

2.94.440 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 necessary and appropriate to correct any deficiency and/or to assure that the purposes of a program undertaken may be reasonably accomplished, including directing affirmative action, when:

1. The board of the public corporation has requested such intervention by resolution;

2. The public corporation has failed to set forth the statement required by MVMC 2.94.390(C) and set forth in MVMC 2.94.140 (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 expressly assumed by the city council;

4. The public corporation has failed to file an annual report as required by MVMC 2.94.400(A) after notice of such omission;

5. A deadlock has occurred in the board, or the membership of the board 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 has continuously failed to conduct meetings at least monthly; no quarterly or special meetings of the constituency have been held for a year; or the public corporation has neglected or refused to conduct a meeting after notice from the mayor or city council to do so pursuant to MVMC 2.94.320;

7. The board has unreasonably impaired public participation in the conduct of projects and activities or oppressed or hindered any constituency 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 chapter 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. 3048 § 44, 2001).

2.94.450 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 over a public corporation organized pursuant to this chapter and to appoint the trustees therefor under any of the following circumstances:

1. The board of the public corporation has requested the 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 or activities to be undertaken;

5. The public corporation has filed an annual report with the finance director 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 MVMC 2.94.440 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 credibility with its creditors or obligees; and, if so authorized by the superior court, to oversee its dissolution. (Ord. 3048 § 45, 2001).

2.94.460 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 the public corporation has requested the same by resolution;

B. The public corporation has discontinued its projects and activities for which chartered or has remained inactive for a period of six 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 MVMC 2.94.450(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 Chapter 37, Laws of 1974, First Extraordinary Session (43rd Leg. 3rd Extra. Sess.), 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 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. 3048 § 46, 2001).

2.94.470 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, 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 for completion of its dissolution;

C. Any pending litigation or contingent liabilities;

D. The board resolution providing for such dissolution and the date(s) and proceedings leading toward its adoption, whenever the dissolution be voluntary; and

E. A list of persons to be notified upon completion of dissolution. The mayor shall review the statement filed and shall 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 cancelled” on the original charter of the public corporation, on file with the finance director and, when available, on the duplicate original of the public corporation, and the existence of the public corporation shall cease. The finance director shall give notice thereof to the Secretary of State and other persons requested by the public corporation in its dissolution statement. (Ord. 3048 § 47, 2001).

2.94.480 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 MVMC 2.94.090 and 2.94.100; and approval by the mayor and city council 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. 3048 § 48, 2001).

2.94.490 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 merger, as provided in MVMC 2.94.480;

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

F. To a corporate fiduciary or other trustee, in trust for or 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. Request some or all of the aforesaid eligible entities identified in subsections B through E of this section 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. 3048 § 49, 2001).

2.94.500 Insurance.

Each public corporation chartered pursuant to this chapter shall maintain in full force and effect public liability insurance in an amount specified by the mayor 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. 3048 § 50, 2001).

2.94.510 Unauthorized representation.

All persons who 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. 3048 § 51, 2001).

2.94.520 Ancillary authority.

The mayor, city auditor, and finance director 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. 3048 § 52, 2001).

2.94.530 Waiver.

When requested by a public corporation in order to secure or carry out federal grants or programs, the city may waive compliance by the public corporation with any particular provision of this chapter, other than MVMC 2.94.010, 2.94.140(A)(3), 2.94.160, 2.94.170, 2.94.360 through 2.94.380, 2.94.390(C), 2.94.420, 2.94.440(A)(2), (A)(3) and (A)(8), and 2.94.450, 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. 3048 § 53, 2001).

2.94.540 Construction.

This chapter shall be liberally construed so as to effect its purposes and the purposes of Chapter 37, Laws of 1974, 1st Extraordinary Session. (Ord. 3048 § 54, 2001).

2.94.550 Prohibited conduct.

A. No current corporate official or employee shall:

1. Engage in any transaction or activity which is, or to a reasonable person would 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 officer 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 officer 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 solicited, received or given, with intent to give or obtain special consideration or influence as to any action by such officer 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 of 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 officer, 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 officer 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 noncontractual 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 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 from that of the public 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 from other members of the class; or

2. The charter or rules or regulations repose responsibility with the board for an action that affects all board members in their official capacity alike; or

3. After disclosure of his or her personal interest, the board 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 shall disclose to the board the nature and extent of such interest, and refrain from voting, participating in board deliberations as an official, or attempting to influence any other corporate official on the matter. (Ord. 3048 § 55, 2001).

2.94.560 Statements of economic interests.

A. All compensated corporate employees holding executive, professional, or administrative positions designated by each corporation in its respective rules and regulations and all uncompensated officials and employees shall, within two weeks of being appointed or hired, and thereafter annually by April 15th, file with each corporation a written statement sworn as to its truth and accuracy stating for him/herself and all members of his or her immediate family for the preceding calendar year:

1. The names and addresses of each person or entity doing business with the corporation with which the official or employee or a member of his or her immediate family has received compensation in any form of a total value of $2,500 or more, excluding campaign contributions reported in accordance with applicable law;

2. The names and addresses of each entity doing business with the corporation in which the officer or employee or a member of his or her immediate family has a direct financial interest with a value of $1,500 or more; provided, that policies of insurance in amounts on deposit in accounts with banks, savings and loan associations, or credit unions shall not constitute a direct financial interest within the meaning of this section;

3. The names and addresses of each entity doing business with the corporation in which the officer or employee or a member of his/her immediate family holds a position as officer, director, or trustee, and the title of each position held; or

4. A list, including legal or other sufficient description as prescribed by the corporation, of all real property in areas in which the corporation with which he/she is associated functions or adjacent to such areas or properties owned, leased, managed or otherwise controlled by such corporation in which the officer, employee, or member of his/her immediate family holds a direct financial interest or any option to purchase.

B. Following discussion in an open meeting during which public comment is permitted, a board may suspend or modify by majority recorded vote any of the reporting requirements hereunder in a particular case if it finds that literal application of said requirements works a manifestly unreasonable hardship and that such suspension or modification will not frustrate the purpose of MVMC 2.94.550 through 2.94.570; provided, that any such request for suspension or modification must be filed with the board chairperson and/or the corporation executive director not later than 60 days prior to date on which an annual filing is to be made or promptly upon appointment.

C. Each corporation shall retain the statements and make them available for public inspection upon request for a period of not less than four years following the separation from the corporation of the person filing the statement.

D. Each corporation shall file such statements promptly with the finance director. (Ord. 3048 § 56, 2001).

2.94.570 Enforcement.

A. Upon receipt of a complaint alleging violation of this section, each corporation’s chairperson shall establish and designate members of an ethics committee to investigate complaints, consider questions of ethical conduct, conflicts of interest and the application of ethical standards set forth in MVMC 2.94.550 through 2.94.570.

B. Any person may file a complaint with a corporation ethics committee alleging violation of this section. If such complaint is filed by or in regard to the conduct of a member of the ethics committee, he or she is disqualified from participating in any proceedings that may arise from the complaint.

C. The complaint shall be in writing and shall be signed by the complainant. The written complaint shall state the nature of the alleged violation(s), the date(s), time and place of each occurrence, the name of the person(s) charged with the violation(s). The complaint shall be filed with the ethics committee, which shall provide a copy to the person charged with the violation. The complainant shall provide the committee with all available documentation or other evidence to demonstrate a reason for believing that a violation has occurred.

D. Within 30 days after receipt of a complaint, the committee shall conduct an investigation and prepare a report as required by subsection G of this section; provided, that, if necessary and desirable and in order to avoid prejudice or irreparable harm to the person charged with the violation, the committee may shorten or lengthen the time period provided for the investigation, as appropriate.

E. The committee shall obtain from the corporation’s legal counsel a written opinion on the application or interpretation of any provision of this section.

F. The committee may also request an advisory opinion from the board of ethics of the city on application or interpretation of any provision of this section. If such advisory opinion is requested, the board of ethics committee shall provide one in a timely fashion.

G. After completing the investigation, the committee shall provide a written report to the corporation of its findings and recommendations for disposition of the complaint, together with the complaint, opinion of counsel and of the ethics committee, if any, and any additional material necessary for corporation review of the complaint.

H. The corporation board shall review the report; provided, that any board member who is the subject of the complaint shall disqualify him/herself from participating in any proceedings related thereto. The corporation board may determine that there are no reasonable grounds to believe that a violation has occurred and may dismiss the complaint. Such dismissal shall be in writing, setting forth the basis therefor. A copy shall be provided to the complainant and to the person charged with the violation. If the complaint is not dismissed or resolved, subject to board approval, at a conference between the committee and the person charged with the violation, the board shall, within 30 days of receipt of the committee report, consider the report in open meeting, all subject to the corporation board rules and regulations respecting procedural due process.

I. The board shall determine, by recorded vote, whether a violation of the provisions of this section has occurred. If not, the complaint shall be dismissed. A written report of board action setting forth the basis therefor shall be prepared and filed with council records. A copy thereof shall be provided to the complainant and to the person charged with the violation.

J. If the corporation board determines an employee has violated the provisions of this section, the employee shall be subject to such disciplinary action as determined appropriate by the board. In addition to any other penalty herein or otherwise provided by law, a violation shall be cause for suspension, discharge, or any such other disciplinary action as may be deemed necessary and proper.

K. If the corporation determines that a board member has violated the provisions of this section, a copy of its written report shall be forwarded to the mayor of the city, together with all supporting documentation and the recommendation of the board, if any. In addition to other penalties herein, or otherwise provided by law, a violation shall be cause for suspension, removal from office, or other such disciplinary action as may by the city council be deemed necessary and proper. Either the complainant or the board member charged with the violation also may petition the mayor for review of board action within 15 days of board action. Within 30 days of receipt of a board report or a petition for review thereof, whichever is later, the mayor shall complete his review of the record and issue a written decision, including what, if any, disciplinary action shall be taken. A copy of the decision shall be provided to the board, the complainant, and the board member charged with the violation. (Ord. 3048 § 57, 2001).

2.94.580 Penalty for violation.

Violation of any provisions of MVMC 2.94.550 or 2.94.560 constitutes an infraction for which a monetary fine may be assessed by a court of competent jurisdiction, not to exceed $500.00. Violation may be proven by a preponderance of evidence and need not be proven beyond a reasonable doubt. (Ord. 3048 § 58, 2001).