Chapter 2.54 PUBLIC CORPORATIONS

The city of Westport authorizes the establishment and chartering of one or more public corporations, commissions and/or authorities (hereinafter “public corporations”), each as an independent legal entity, to: improve governmental efficiency and service and general living conditions within the city; administer and execute federal grants and programs, receive and administer federal funds; perform all manner and types of community services; provide and implement such municipal services and functions as the city council may direct; and allow a character of community participation in appropriate municipal projects and activities that are, in practical effect, restricted by the organizational structure of city government, all as authorized by RCW 35.21.725 through 35.21.755, as now enacted or hereafter amended. (Ord. 792 § 1, 1986)

2.54.020 Limitation of liability.

All liability incurred by a public corporation chartered pursuant to this chapter shall be satisfied exclusively from the assets and credit of such public corporation, and no creditor or other person shall have any right of action against the city, on account of any debts, obligations or liabilities of such public corporation. (Ord. 792 § 2, 1986)

2.54.030 Definitions.

As used in this chapter, unless the context indicates otherwise, the following definitions apply:

(1) “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.

(2) “Board of directors” means the group of persons vested with the management of the affairs of the public corporation.

(3) “Charter” means the articles of organization of the public corporation.

(4) “City” means the city of Westport.

(5) “City council” means the legislative body of the city of Westport.

(6) “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 and/or its rules and regulations.

(7) “Director” means a member of the board of directors.

(8) “Insolvent” means the inability of the public corporation to pay its debts as they become due in the usual course of its affairs.

(9) “Officer” means an officer of the corporation holding a position created by its charter, but excludes members of the board of directors who do not hold a separate office created by the charter.

(10) “Public corporation” means a corporation, commission or authority organized under this chapter.

(11) “Resolution” means an action of the board of directors taken in accordance with the requirements of this chapter.

(12) “Rules and regulations” means the code or codes of rules adopted for the regulation or management of the affairs of the public corporation pursuant to the terms of this chapter. (Ord. 792 § 3, 1986)

2.54.040 Duration of public corporation.

(1) The charter of the public corporation shall establish the terms of its existence. The charter may provide:

(A) That the public corporation shall have perpetual existence;

(B) That the public corporation shall exist for a stated period of years, until a fixed expiration date; or

(C) That the public corporation shall cease to exist upon the occurrence of certain events, or upon an expiration date measured from such events.

(2) The charter may combine any term or condition set forth in subsection (1)(A) of this section with a condition set forth in subsection (1)(C) of this section.

(3) Should the charter fail to set forth the term of the public corporation’s existence, its existence shall expire five years after the date of issuance of its charter. (Ord. 792 § 4, 1986)

2.54.050 Powers.

Except as otherwise limited by the State Constitution, RCW 35.21.725 through 35.21.755 as now enacted or hereafter amended; by this chapter, or by the charter of the public corporation; such public corporation shall have the power to:

(1) Own and sell real and personal property, including the power to lease, exchange, mortgage, encumber, improve or grant a security interest in such real or personal property;

(2) Contract and enter into partnership with individuals, associations and corporations, the city of Westport, the state, and the United States;

(3) Accept transfers, gifts or loans of funds or property from the United States, the state, and the city and from corporations, associations, individuals or any other source, and to comply with the terms and conditions of such gift or transfer;

(4) Sue and be sued;

(5) Lend, borrow, invest, and reinvest its funds;

(6) Do anything a natural person may do;

(7) Perform all manner and types of community services and activities utilizing federal or private funds;

(8) Provide and implement such municipal services and functions as the city council may by ordinance direct;

(9) Provide advisory services to the city council in all areas in which the public corporation by its charter has a public responsibility;

(10) Transfer, with or without consideration, any funds, real or personal property, property interests or services received from the federal government, private sources, or, if otherwise legal, from the city;

(11) Issue negotiable bonds and notes in conformity with this chapter in such principal amounts as, in the discretion of the public corporation, shall be necessary or appropriate to provide sufficient funds for achieving its corporate purposes;

(12) Maintain books and records as appropriate;

(13) Conduct its corporate affairs, carry on its operations, and use its property as allowed by law and consistent with this chapter, its charter, and its rules and regulations;

(14) Have and exercise all powers authorized by law, and those powers necessary or convenient to effect the purposes for which the public corporation is organized and to perform authorized corporate functions;

(15) Cease its activities and operations, and surrender its charter for dissolution proceedings pursuant to the terms of this chapter. (Ord. 792 § 5, 1986)

2.54.060 Limitation of powers.

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

(2) No public corporation may incur or create any liability that permits recourse by any contracting party or member of the public to or upon any assets, services, or credit of the city.

(3) The activities of the public corporation concerning partisan political activities, and the election or defeat of any candidate for public office or ballot measures, shall be governed by the requirements of Chapter 42.17 RCW, as now enacted or hereafter amended.

(4) All funds, assets, or credit of the public corporation shall be applied toward or expended upon municipal and community service and projects, services, projects and activities as authorized and limited by the public corporation’s charter and this chapter.

(5) Whenever the laws of the state, the United States, or city ordinance require a license or permit to undertake certain activities or perform an act, the public corporation, prior to undertaking the activity or performing the act, shall comply fully with such requirements, to the same extent as any other agency, commission, or board of the city. (Ord. 792 § 6, 1986)

2.54.070 Charter – Required.

No public corporation shall exercise the powers conferred by RCW 35.21.725 through 35.21.755 and this chapter, without first being issued a charter, in accordance with the provisions of this chapter. (Ord. 792 § 7, 1986)

2.54.080 Charter – Application.

(1) To create a public corporation under this chapter, any person or group of persons shall apply in duplicate to the city clerk for the issuance of a charter.

(2) The application shall set forth:

(A) The proposed name of the public corporation;

(B) The proposed duration;

(D) The form of the proposed charter;

(E) The proposed initial rules and regulations;

(F) The names and addresses of persons nominated as initial members of the board of directors and officers of the public corporation;

(G) The funds and assets necessary to undertake the activities or functions contemplated within the coming year; the anticipated sources of such funds and assets;

(H) The name and address of each applicant;

(I) Any other supporting data the applicant deems appropriate and necessary to evaluate the application.

(3) The applicants may amend, correct or supplement the application during the review and processing thereof.

(4) No applicant shall be an elected or appointed official or an employee of the city.

(5) One copy of the application shall be filed with the city clerk as a public record, open to public inspection. One copy shall be forwarded, by the city clerk, to the city council. (Ord. 792 § 8, 1986)

2.54.090 Charter – Review of application.

(1) The city attorney shall review all applications to determine their compliance with the terms of this chapter. After his review he shall refer his findings and recommendations to the city council.

(2) The city council shall make specific findings on the following:

(A) Whether chartering the public corporation will help to fulfill the purposes of this chapter and RCW 35.21.725 through 35.21.755;

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

(C) Whether changes, revisions or modifications should be made in the proposed charter or the proposed initial rules and regulations to comply with this chapter, to encourage citizen participation, or to further the best interests of the city;

(D) Whether the members of the board of directors and the corporate officers nominated are qualified to hold such positions, dedicated to further the best interests of the program and purposes of the public corporation, and as a group have the necessary background and experience to conduct the affairs and operations contemplated by the public corporation;

(E) Whether any federal, state or local funding described in the application will become available;

(F) Whether the charter should issue as requested, or with changes, revisions or modifications, upon certain conditions, or should be denied. (Ord. 792 § 9, 1986)

2.54.100 Charter – Issuance.

(1) No less than 30 days subsequent to the filing of the application for a charter, the city council, in its discretion, may issue, alter or condition, or deny the charter either in accordance with the application or with the city council’s findings and recommendations.

(2) A charter establishing a public corporation shall be issued in duplicate originals. One original shall be retained by the city clerk and filed as a public records, and a duplicate original shall be delivered to the applicant. The city clerk shall give notice of the issuance of the charter to the Secretary of State of the State of Washington and shall furnish a copy of the charter and the ordinance codified in this chapter upon request therefor. (Ord. 792 § 10, 1986)

2.54.110 Charter – Effect of issuance.

A public corporation shall commence its existence effective upon filing of this charter with the city clerk. Except as against the state or the city in a proceeding to cancel or revoke the charter, or to compel compliance with representations made in the application, delivery of a duplicate original charter shall conclusively 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. 792 § 11, 1986)

2.54.120 Charter – Contents.

The charter shall set forth the following:

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

(2) The duration of the public corporation;

(3) This statement in a prominent place:

(Name of public corporation) is organized pursuant to Ordinance No. ___ of the City of Westport, and RCW 35.21.725 through 35.21.755, which legislation provides that all liabilities incurred by such public corporation shall be satisfied exclusively from the assets and credits of such public corporation, and no creditor or other person shall have any right of action against the City, on account of any debts, obligations or liabilities of such public corporation, commission or authority.

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

(5) Any additional limitations upon the power of the public corporation beyond those stated in subsection (6) of this section;

(6) A description of the structure and fundamental organization of the public corporation, demonstrating the means of compliance with the sections of this chapter governing the structure of public corporations;

(7) The composition of the constituency, if any, and the powers and voting rights of such constituency;

(8) The composition of the board of directors, and its powers and duties;

(9) The method of amending the rules and regulations of the public corporation;

(10) The method of proposing amendments to the charter of the public corporation; and

(11) Any other provision pertaining to the internal affairs of the public corporation, as deemed appropriate. (Ord. 792 § 12, 1986)

2.54.130 Limitations upon name and seal.

(1) The corporate name shall not end with “incorporated,” “company,” or “corporation,” or any abbreviation thereof, or any combination of words that are restricted from usage by state law.

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

(3) The corporate seal shall carry the name of the public corporation. (Ord. 792 § 13, 1986)

2.54.140 Organizational meeting.

Upon the issuance of the charter, the applicant shall call an organizational meeting of all persons nominated as members of the board of directors or officers of the corporation in the application, as approved. Such meeting shall occur within 30 days of the issuance of the charter, and notice of such meeting shall be given at least 10 days in advance to each individual required to be present, unless waived in writing. At such meeting the board of directors shall organize itself and appoint interim officers of the corporation or members of the board of directors, as determined by the charter, to serve until the selection process provided shall be complied with, select a temporary place of business, and assist in organizing the constituency provided for in this chapter. (Ord. 792 § 14, 1986)

2.54.150 Board of directors – Composition.

(1) The board of directors shall have three or more members, as determined by the charter.

(2) No term of a position on the board of directors shall exceed four years. If no duration of term is provided in the charter, the term of the board of directors shall be two years.

(3) All appointments to the board of directors shall be made by, and confirmed by, the city council; provided, that the original appointments to the board of directors shall be made by the applicant for the issuance of a charter, and the city council shall confirm those persons nominated by the applicants, or appoint other persons to serve on the board of directors, at the time of approval of the charter.

(4) The charter may, but need not, establish different terms for various positions on the board of directors; stagger the terms; require special qualifications for certain positions; include officers as ex officio members or observers; select members by districts or from classes of persons; and establish advisory or honorary provisions without voting powers or with limited voting powers.

(5) The charter may provide for board of director committees, which committees shall consist of at least three or more members, and which committees shall serve only in an advisory capacity. (Ord. 792 § 15, 1986)

2.54.160 Officers of a public corporation.

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

(2) Unless the charter provides otherwise, the chief executive officer shall be the agent of the public corporation for service of process.

(3) Officers shall be elected or appointed by the board of directors, or by the constituency as provided in the charter, in accordance with a method provided in the charter.

(4) No term of office shall exceed four years. Officers may be appointed to consecutive terms, provided the procedure for appointment established by the charter is followed. (Ord. 792 § 16, 1986)

2.54.170 Removal of directors and officers.

Members of the board of directors and officers of the corporation may be removed by the city council, with or without cause, by a majority vote of the members of the city council at a meeting of the city council held in accordance with its procedures. Notice of such meeting shall be given to the public corporation, its officers and its board of directors. (Ord. 792 § 17, 1986)

2.54.180 Actions requiring board of director approval.

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

(1) Transfer or conveyance of an interest of real estate other than the release of a lien or satisfaction of a mortgage after payment has been received;

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

(3) The donation of money, property or other assets belonging to the public corporation;

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

(5) An action in which the performance by the public corporation shall extend over a period of one year from the date of execution of an agreement therefor;

(6) All transactions in which the consideration exchanged or received by the public corporation exceeds $10,000;

(7) Where the public corporation assumes duties to the city, the state, or the United States;

(8) Any project or activity outside the limits of the city;

(9) Adoption of an annual budget;

(10) Certification of annual reports and statements to be filed with the city as true and correct in the opinion of the board of directors and of its members, except as specifically noted;

(11) Transmittal of proposed amendments to the charter to the city council for approval;

(12) Such other transactions, duties and responsibilities as the charter may require to be approved by resolution of the board of directors. (Ord. 792 § 18, 1986)

2.54.190 Duties of officers.

The officers shall manage the daily affairs and operations of the public corporation, in accordance with the terms of the charter, the directions of the board of directors, and the rules and regulations of the corporation adopted by the board of directors. (Ord. 792 § 19, 1986)

2.54.200 Constituency.

(1) The charter of the corporation may establish a constituency, unless the mayor and the city council determine that a constituency is not necessary in the public interest, and approve a charter which does not provide for a constituency. A charter that does not provide for a constituency shall repose full stewardship for management determinations of corporate affairs in its board of directors.

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

(A) Divide the constituency into classes by district or residence, by adult or minor, or other objective criteria, and assign different powers or duties to each class;

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

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

(4) 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 rights and vote that every other constituent enjoys.

(5) Constituency status shall be personal and may not be transferred by purchase, sale or assignment or by payment of any other consideration. (Ord. 792 § 20, 1986)

2.54.210 Actions requiring constituency approval.

If the charter provides for a constituency with power to participate in determination of corporate policy, to vote upon corporate affairs, or pass on action by referendum or commence action by initiative, the concurrence of the constituency shall be necessary for any of the following matters:

(1) Proposed amendments to the charter;

(2) Such other matters as the charter may designate. (Ord. 792 § 21, 1986)

2.54.220 Rules and regulations.

(1) Rules and regulations adopted by the corporation shall be subordinate to and consistent with the charter, and may be altered, amended or repealed from time to time as the charter and this chapter shall prescribe.

(2) Rules and regulations contained in the application for the charter as approved by the city council shall be the initial rules and regulations of the public corporation.

(3) Amendments to the rules and regulations of the public corporation shall be proposed as provided in the charter and shall be subject to approval by the city council. (Ord. 792 § 22, 1986)

2.54.230 Charter amendments.

(1) A public corporation may propose to the city that its charter be amended, by resolution of the board of directors passed in accordance with procedures outlined in the charter and this chapter.

(2) The procedure for amendment of the charter shall be the same as the procedure for approval of the application for issuance of a charter. (Ord. 792 § 23, 1986)

2.54.240 Quorum of the board of directors and the constituency.

The charter or the rules and regulations, if the charter so provides, shall establish the quorum necessary for action by the board of directors or the constituency. Such quorum shall equal or exceed the following minimums:

(1) For the passage of any resolution by the board of directors, the quorum shall be a majority of the board of director members voting on the issue, and at least one-third of the board of directors’ total voting membership.

(2) Proposed charter amendments shall require an affirmative vote representing two-thirds of the board of director members voting on the issue and an absolute majority of the board of directors’ voting membership.

(3) Where the constituency is required to concur upon a charter amendment, such concurrence shall require an affirmative vote representing two-thirds of the constituents voting on the issue and at least 20 percent of the constituency. (Ord. 792 § 24, 1986)

2.54.250 Meetings of board of directors.

(1) The board of directors shall meet at least once per month, or at a more frequent interval as provided by the charter.

(2) Special meetings of the board of directors may be called as provided by the charter or in the rules and regulations.

(3) The board of directors of a public corporation shall be the governing body of a public agency as defined by RCW 42.30.020, and all meetings of the board of directors shall be held and conducted in accordance with RCW 42.30.010 et seq. and special meetings may be called as therein provided.

(4) All meetings shall be open to the public; provided, that the board of directors may hold executive sessions as provided in RCW 42.30.010 et seq.

(5) Any of the actions of the board of directors required to be done by resolution may be authorized by the board of directors without a meeting, upon an unanimous written concurrence therewith of all members of the board of directors who are entitled to vote upon the matter. (Ord. 792 § 25, 1986)

2.54.260 Meetings of the constituency.

(1) Meetings of the constituency shall be held at least semiannually or at more frequent intervals as required by the charter. Special meetings of the constituency may be called by the board of directors or by a petition of the constituents, as provided by the charter or the rules and regulations.

(2) Notice of a meeting of the constituency, stating the place, day and hour shall be mailed to all constituents entitled to be present at least 10 days and not more than 30 days before the scheduled meeting; provided, that if the constituency is the public at large, or a class in excess of 100 persons, notice may be made by publication of a notice for three consecutive days in a newspaper of general circulation in the area, together with posting in a prominent place in the public corporation’s office. (Ord. 792 § 26, 1986)

2.54.270 Meetings – Public participation.

(1) If a public corporation fails to hold and conduct a regular meeting, either of the board of directors or the constituency, the city may give notice to the public corporation of such failure. Upon such notice, the public corporation shall immediately call and conduct a special meeting, to consider matters appropriate for consideration at the regular meeting not held.

(2) The city shall be given notice of any meetings of the board of directors or the constituency. (Ord. 792 § 27, 1986)

2.54.280 Voting – Representation.

(1) The charter or rules and regulation shall provide for the manner of balloting, and for representation of persons absent from meetings.

(2) No proxy or voting trusts or pooling arrangements shall be allowed by the charter or rules and regulations, which delegate to the holder discretion in casting a ballot or to act for the principal or undisclosed or general matters to be raised at a meeting of the board of directors or of the constituency. (Ord. 792 § 28, 1986)

2.54.290 Code of ethics for directors and officers.

Members of the board of directors and officers and employees of the corporation shall comply with the ethical standards prescribed by state law and/or city ordinance for elected or appointed officers for the city. (Ord. 792 § 29, 1986)

2.54.300 Discrimination prohibited.

(1) Neither board of directors nor constituency membership may directly or indirectly be based upon or limited by age, race, color, religion, sex, national origin, marital status, political ideology or physical handicap.

(2) The public corporation shall not discriminate in employment because of age, race, color, creed, religion, sex, national origin, marital status, political ideology or physical handicap. (Ord. 792 § 30, 1986)

2.54.310 Records to be maintained.

(1) A public corporation shall keep an official journal containing the minutes of proceedings at all meetings of the board of directors, all meetings of the constituency, and the resolutions of the board of directors.

(2) This journal, and all other records of the public corporation, shall be open to review and inspection in the same manner as the records and information of the city. (Ord. 792 § 31, 1986)

2.54.320 Funds.

(1) All moneys belonging to or collected for the use of the public corporation coming into the hands of any member of the board of directors or any officer of the corporation shall be immediately deposited with a legal depository, to the credit of such public corporation, for the benefit of the funds to which they belong.

(2) Making a profit out of public money or using the same for any purpose not authorized by law, by a member of the board of directors or any officer having the possession or control thereof, is prohibited.

(3) The public corporation shall deposit all funds in a depository acceptable to the city, and otherwise safeguard such funds pursuant to such instructions as the city may from time to time issue. (Ord. 792 § 32, 1986)

2.54.330 Establishment and maintenance of office and records.

The public corporation shall:

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

(2) File and maintain with the city a current listing of the board of directors and corporate officers, their positions, their home addresses, the address of its principal office, and of all other offices used by it, and a current set of its rules and regulations;

(3) Place the statement set forth in WMC 2.54.120(3), as now enacted or hereafter amended, in a prominent location in its principal office and in all other offices where the public may readily see it; and print or stamp said statement on all bonds or other documents that may entail any debt or liability of the public corporation;

(4) Establish and maintain such additional records as may be prescribed by the city, and retain such records for a period of at least three years. (Ord. 792 § 33, 1986)

2.54.340 Reports and information.

The public corporation shall:

(1) File an annual report with the city, containing an audited and certified statement of assets and liabilities, and of income and expenditures during the previous year, with a summary of projects and activities conducted;

(2) Furnish the city with any additional statements, records, reports, data or information as may be requested, pertaining to matters connected with any projects or activities of the public corporation;

(3) Answer fully and within a reasonable time any written inquiries by appropriate city officials in the course of their duties about its finances, organization, or activities. (Ord. 792 § 34, 1986)

2.54.350 Audits and inspection.

The public corporation shall, at any time during normal business hours, and as often as the city or the State Auditor deem necessary, make available to the city and the State Auditor for examination all of its financial records, and will permit the city and State Auditor to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls or records of personnel, conditions of employment and other data relating to all of the aforesaid matters. (Ord. 792 § 35, 1986)

2.54.360 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 city, sufficient to cover potential claims for bodily injury, death or disability and for property damage which may arise from or be related to projects and activities of the city, naming the city as an additional insured. (Ord. 792 § 36, 1986)

2.54.370 Bond required.

The officer of the corporation charged with the responsibility for accounts and finances shall file a fidelity bond in an amount determined by the public corporation being taking office, and may hold this office only so long as such bond continues in effect. (Ord. 792 § 37, 1986)

2.54.380 Bonds and notes.

(1) Bonds and notes issued by the public corporation may be secured by the full faith and credit of the public corporation, or may be made payable solely out of certain revenues and receipts as may be designated in the proceedings under which the issuance of the bonds or notes are authorized.

(2) All bonds or notes shall carry in a prominent place thereon the statement set forth in WMC 2.54.120(3), as now enacted or hereafter amended. All bonds and notes or liabilities occurring thereunder shall be satisfied exclusively from the assets or credits of such public corporation, and no creditor or other person shall have any recourse to the assets, credit or services of the city, unless the city council shall by resolution expressly guarantee such bonds or notes.

(3) Bonds and notes of the public corporation may be sold at such price or prices, at public or private sales, may bear interest at such rate or rates, may be in such form or denominations, or contain such other necessary terms as may be determined by the public corporation.

(4) A public corporation may, at the time of the issuance of the bonds and notes, make such covenants with the purchasers and holders of said bonds and notes as it may deem necessary to secure and guarantee the payment of the principal and interest, including but not limited to covenants to set aside adequate reserves to guarantee payment of principal and interest, to appoint a trustee or trustees to safeguard the expenditure of the proceeds of sale of such bonds and notes, and/or to take possession and use or operate and manage corporate assets securing the bonds and notes in the event of default or insolvency of the public corporation, with such powers as may be contained in any covenants relating to the bonds and notes, and to limit the amount, time and/or conditions under which additional bonds and notes may be issued or debts incurred.

(5) The public corporation may pay expenses, premiums and commissions which it may deem necessary in connection with the issuance and sale of its bonds and notes, and take such other actions or make such commitments as necessary or convenient in the issuance and servicing of such bonds and notes as are consistent with this chapter although not enumerated herein. (Ord. 792 § 38, 1986)

2.54.390 Intervention.

(1) When authorized by resolution of the city council after a public hearing held with notice to the public corporation, the city may intervene and exercise such control over a public corporation as is necessary and appropriate to correct any deficiency in the operations of the public corporation or to assure that the purposes of a program undertaken may be reasonably accomplished, when:

(A) The board of directors of the public corporation has requested such intervention by resolution;

(B) The public corporation has either failed to set forth the statement required in WMC 2.54.120(3) in written contracts, bonds, or other documents, or has represented to the public or to creditors that recourse may be had to the assets, property or credit of the city on account of acts or omissions of the public corporation;

(D) A deadlock has occurred in the board of directors, or the membership of the board of directors is insufficient to constitute a quorum for conduct of affairs, so that the public corporation is unable to conduct its operations or perform its projects and activities;

(E) The public corporation has neglected or refused to conduct a meeting after notice from the city to do so, pursuant to WMC 2.54.270(1);

(F) The board of directors has unreasonably impaired public participation in the conduct of projects and activities or oppressed or hindered the constituency in the exercise of its powers and responsibilities;

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

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

(2) The city may take such actions as necessary to achieve the object of the intervention stated in the resolution of the city council and may make corrections or revisions ancillary thereto. The city shall accomplish the purposes of the intervention as expeditiously as reasonable, and the intervention shall cease as soon as the objectives of the intervention have been achieved. (Ord. 792 § 39, 1986)

2.54.400 Trusteeship.

(1) The city, by resolution of the city council after a public hearing held with notice to the public corporation, may petition the superior court to impose trusteeship over a public corporation organized pursuant to this chapter, and to appoint trustees therefor under any of the following circumstances:

(A) The board of directors of the public corporation has requested the same by resolution;

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

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

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

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

(G) The public corporation has misused, abused or continuously exceeded the power or authorities granted to it, or has committed repeated violations of this chapter or its charter;

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

(I) For any other reason justifying intervention when, in the judgment of the city council, intervention would not be feasible under the circumstances.

(2) The trustees appointed by the superior court shall take such action as is necessary during their trusteeship to achieve the object of the trusteeship as is reasonable. In accordance with the decree of the superior court, the trustees shall have the power and authority to reorganize the public corporation, amend its charter or rules and regulation, suspend or remove corporate officials, manage the assets and affairs of the public corporation, and exercise any and all corporate powers. If authorized by the superior court, the trustees shall have the power to oversee the dissolution of the public corporation. (Ord. 792 § 40, 1986)

2.54.410 Termination.

(1) The existence of the public corporation may be terminated by resolution of the city council after a public hearing held with notice to the public corporation, under any of the following circumstances:

(A) The board of directors has requested the same by resolution;

(B) The public corporation has discontinued its projects and activities, or otherwise 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 a major portion of the activities for which it 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 the public corporation;

(D) Any one or more of the circumstances for imposition of a trusteeship stated in WMC 2.54.400, together with an affirmative findings by the city council that a trusteeship would not be feasible under the circumstances;

(E) Repeal of RCW 35.21.725 through 35.21.755 or amendment thereof which cumulatively restricts all or a major portion of the activities for which the public corporation was chartered, or permits recourse by creditors of the public corporation to the assets, property or credit of the city.

(2) Subject to any limitations that may be imposed by the judgment of a court of competent jurisdiction, provision shall be made in any termination of the public corporation’s existence for the payment of obligations, bonds, notes or other contracts or indebtedness of the public corporation from the rights and assets of the public corporation. (Ord. 792 § 41, 1986)

2.54.420 Dissolution – Statement.

(1) Upon enactment of a resolution of dissolution by the city council, the public corporation shall file a statement, signed by its chief executive officer, setting forth the following:

(A) The name and principal office of the public corporation;

(B) The debts, obligations and liabilities of the public corporation and the property and assets available to satisfy the same, with a statement of provisions to be made for satisfaction of outstanding liabilities;

(D) Any pending litigation or other contingent liabilities; and

(E) A copy of the board of directors’ resolution providing for such dissolution.

(2) The city shall review the statement filed and oversee the dissolution to protect the public interest and prevent impairment of obligations or, if so authorized by law, authorize or initiate proceedings in the superior court of competent jurisdiction for the appointment and supervision of a receiver for such purposes.

(3) Upon satisfactory completion of the dissolution procedures, the mayor shall indicate such dissolution by the inscription of “charter cancelled” on the original charter of the public corporation on file with the city, and the existence of the public corporation shall cease. The city clerk shall give notice thereof to the Secretary of the State of this state. (Ord. 792 § 42, 1986)

2.54.430 Dissolution – Disposition of assets.

(1) Upon termination of the existence of 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 entity listed in succession:

(A) To the surviving or successor public corporation, in the event of a merger of public corporations as provided in WMC 2.54.440;

(B) To the city;

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

(D) To the state of Washington 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 corporation created by the United States; or an organization acting as an authorized agent of the United States;

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

(G) To nonprofit organizations performing community service, charitable or educational activities similar to the projects and activities for which the assets were acquired or devoted.

(2) The city council, in its discretion, may direct the following in regard to any particular dissolution:

(A) Authorize the city to contract with the public corporation for the disposition of its rights, assets and property, and thereby designate the recipient and the terms and purposes of the transfer of assets and property;

(B) Establish procedures, terms and conditions for transfer and acceptance of the rights, assets and property of the public corporation;

(C) Request some or all of the aforesaid eligible entities identified in subsection (1) of this section to submit applications for transfer of such rights, assets and property of the public corporation, in accordance with the procedures of this chapter for the issuance of a charter; and

(D) All rights, assets and property of the public corporation upon transfer shall be vested in the entity receiving and accepting the same, together with any pertinent obligations and liabilities. (Ord. 792 § 43, 1986)

2.54.440 Merger.

A public corporation created by this chapter may merge with or into another public corporation organized under this chapter. An application for such merger shall be filed by one of the public corporations, and shall be processed in the same manner as an application for a charter. In the event of such merger, all of the rights, assets and property of the public corporation shall vest in the surviving or successor public corporation. (Ord. 792 § 44, 1986)

2.54.450 Construction.

This chapter shall be liberally construed so as to effectuate its purposes and the purposes of RCW 35.21.725 through 35.21.755. (Ord. 792 § 45, 1986)

2.54.460 Waiver.

When requested by a public corporation, in order to secure or carry out federal grants or programs, the city council, by resolution, may waive compliance by the public corporation with any of the terms and conditions of this chapter upon a finding that such waiver is necessary to enable the public corporation to secure and carry out such a grant or program. (Ord. 792 § 46, 1986)

2.54.470 Severability.

In the event a court of competent jurisdiction shall adjudge any clause, sentence, paragraph or section of this chapter to be invalid or unconstitutional, such judgment or decree shall not affect, invalidate or impair the remainder of this chapter as long as the intent or purpose of such clause, sentence, paragraph or section has not been altered or frustrated thereby; and as long as no recourse is permitted to the assets, credit or services of the city on account of the acts or omissions of the public corporation. The effect of such judgment or decree shall be confined to the clause, sentence, paragraph, section or part of this chapter so adjudged to be invalid or unconstitutional. (Ord. 792 § 47, 1986)