resolution 2003-15
Skamania County, Washington

A resolution creating the Wind River Public Development Authority; authorizing a Charter and bylaws therefor; establishing a Board of Directors to govern the affairs of the PDA; and describing how the PDA shall conduct its affairs.

WHEREAS, the Legislature of the State of Washington, in RCW 35.21.730 through 35.21.759 has authorized the County to create public corporations, commissions and authorities to receive and administer private funds, goods or services for any lawful public purpose in order to improve the administration of authorized federal grants or programs, to improve governmental efficiency and services, and to improve the general living conditions; and

WHEREAS, the Wind River Nursery Site, located in the heart of Washington State’s Gifford Pinchot National Forest, produced seedlings until 1997, when it was closed by the USDA Forest Service, resulting in a loss of approximately 300 seasonal and full-time jobs in Skamania County;

WHEREAS, in March 2002, USDA Forest Service conveyed 186 acres of land at the former Nursery site to Skamania County, and the County desires to sustain and enhance this site to provide economic, cultural and community benefits and resources to improve the lives of the citizens of Skamania County;

WHEREAS, the creation of a Wind River Public Development Authority to own, develop and manage this site in order to create local jobs; promote economic development by attracting diverse business operations at the Wind River Nursery site that includes research, and educational components; promote tourism and recreation; provide a focal point for community activities; and generate public revenues and other benefits to the residents of Skamania County;

WHEREAS, the Board of County Commissioners of Skamania County, Washington has determined that the creation of a public authority is in the best interests of the County and should be created for Skamania County, Washington.

now therefore, be it resolved as follows:

Definitions.

The following terms shall have the following meanings unless the context clearly indicates otherwise:

“PDA” means the Wind River Public Development Authority created under this resolution.

“Bonds” means any bonds, promissory notes, interim certificates, debentures, certificates of indebtedness or other short-term or long-term obligations issued by the PDA pursuant to the Act, this resolution and the Charter.

“Bylaws” means the rules adopted under this resolution for regulating or managing the PDA’s affairs, as they may be amended.

“Charter” means the PDA’s articles of organization as adopted under this resolution or as amended.

“Director” means a member of the PDA Board.

“PDA Board of Directors” or “PDA Board” means the governing body of the PDA vested with the management of its affairs.

PDA Created - County Liability Limited.

(a) PDA Created.

In order to administer and execute federal grants or programs; receive and administer private funds, goods or services for any lawful public purpose; and perform any lawful public purpose or public function within the limits of Skamania County, the Wind River Public Development Authority, a public corporation, is hereby created for the purpose of undertaking, facilitating or providing for the development of the former Wind River Nursery site, as set forth in its Charter and this resolution.

(b) County Liability Limited.

The PDA is an independent legal entity exclusively responsible for its own debts, obligations and liabilities. All liabilities incurred by the PDA shall be satisfied exclusively from the assets and credit of the PDA; no creditor or other person shall have any recourse to the assets, credit or services of the County on account of any debts, obligations, liabilities, acts, or omissions of the PDA.

Section 3. Powers of the PDA.

(a) Generally.

Except as otherwise limited by state law, this resolution or other ordinance or resolution of the County or the Charter, the PDA shall have and may exercise within the territorial boundaries of the County all lawful power necessary or convenient to effect the purposes for which the PDA is organized and to perform authorized corporate functions as provided in the Charter. Such powers shall include all powers that may be exercised by a public corporation under RCW 35.21.735 and the Public Corporations Act generally.

(b) Limitation of Powers.

The PDA shall be limited in all activities and transactions in the following respects:

(1) No power of eminent domain.

The PDA shall have no power of eminent domain nor any power to levy taxes or special assessments.

(2) No recourse to county for debts.

The PDA may not incur or create any liability that permits recourse by any party or member of the public to any assets, services, resources or credit of the County. All liabilities incurred by the PDA shall be satisfied exclusively from the assets and credit of the PDA; no creditor or other person shall have any recourse to the assets, credit or services of the County on account of any debts, obligations, liabilities, acts or omissions of the PDA.

(3) Transfer or encumbrance of certain real estate subject to RCW 35.21.747.

The PDA may sell, transfer or encumber any real property transferred to the PDA by the County only in accordance with the requirements of RCW 35.21.747.

(4) Activities must serve public purpose.

As long as the principal object of an activity is to enhance the public mission of the PDA and not to generate a profit, the PDA may: (i) sell assets for a consideration greater than their reasonable market value or acquisition cost; (ii) charge more for services than the expense of providing them; or (iii) carry out any other activity that is consistent with its purpose and applicable law.

PDA Board of Directors.

(a) PDA Board of Directors.

The Wind River Public Development Authority Board of Directors (the “PDA Board”) is established to govern the PDA’s affairs. The PDA Board shall be composed and its officers chosen as set forth in the Charter. The directors’ qualifications, terms of office and the filling of vacancies shall be as set forth in the Charter

(b) Appointment of Directors.

(1) All directors shall be appointed by the County Board of Commissioners. For the purposes of formation, the initial PDA Board shall have 7 members appointed by the County Board of Commissioners as follows:

(i) 1 County Commissioner or 1 County designee;

(ii) 3 members selected from nominations submitted by business interests;

(iii) 1 member selected from nominations submitted by educational institutions; and

(iv) 2 member to be selected from the public at large.

The PDA Board may adjust the number of directors to any number between 7 and 9 in accordance with the Charter.

(2) To determine the length of the term of the initial director occupying a position, the County Board of Commissioners shall assign each of the initial directors to one of the following three groups:

(i) Group I. 2-year term.

(ii) Group II. 3-year term.

(iii) Group III. 4-year term.

Board members nominated by the same interest group under subsection (1) of this section shall not be assigned to the same Group under this subsection. Upon the expiration of the terms of the initial directors, the terms of all directors shall be of uniform length, as determined in the charter, and all members of the same Group shall be appointed or reappointed in the same year. Before the expiration of each term of office, the County Board of Commissioners shall appoint new directors in accordance with this resolution and the charter.

(c) Removal of Directors.

If the Board of County Commissioners determines that any or all of the directors should be removed from office for malfeasance or misfeasance in office, the County may remove any or all directors from office by adopting a resolution after full public hearing held upon 30 days notice to all of the directors. Any director removed pursuant to this section shall cease to be a director upon adoption of the removal resolution. A director appointed to fill a vacancy created under this Section shall serve out the remainder of the term and shall be eligible for reappointment.

(d) Organizational Meeting.

The Board of County Commissioners shall call an organizational meeting of the initial directors within 60 days of the effective date of this resolution, and shall cause at least 7 days advance written notice to be given to each director, unless waived in writing. At such meeting, the PDA Board shall organize itself, appoint officers, adopt Bylaws, and take such other action as may be necessary.

Section 5. Exercise of Corporate Powers.

(a) Exercise of Corporate Powers.

All corporate powers of the PDA shall be exercised by or under the authority of the PDA Board or its Officers; and the PDA’s business, property, and other affairs shall be managed under the direction of the PDA Board or its Officers, except as may be otherwise provided for by law or in the Charter. Any person who assumes to act for the PDA without actual authority to do so shall be liable for the debts and liabilities incurred or arising as a result thereof.

(b) Deposit of Funds.

All moneys belonging to or collected for the use of the PDA, coming into the hands of any corporate official or officer of the PDA, shall be deposited in a qualified public depository as determined by the Washington Public Deposit Protection Commission. Such moneys may be invested at the direction of the PDA Board, by resolution, in investments that would be lawful for the investments of County funds.

(c) Actions Requiring Authorization.

In addition to such transactions, duties or responsibilities as the Charter or the PDA Board may reserve, the following actions require specific authorization by a PDA Board resolution:

(1) Budget Adoption.

Adoption of an annual operating budget and a separate capital budget;

(2) Real Estate Transactions.

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

(3) Contracting or Guaranteeing Debts.

The contracting of debts, the issuing of bonds, and the mortgaging or pledging of PDA assets or credit to secure the same or any action by the PDA as a surety or guarantor;

(4) Major Transactions or Expenditures.

Capital expenditures in excess of $5,000, expenditures that are not contained in the adopted budget, and all other transactions involving:

(i) An amount greater than one percent of the previous year’s operating budget;

(ii) A commitment by the PDA extending over more than one year from the date of execution of the agreement; or

(iii) The transfer or assignment of duties or responsibilities to or from a governmental entity.

(5) Certification of Annual Reports.

Certification of annual reports and statements to be filed with the County Treasurer as true and correct in the opinion of the PDA Board and of its members except as noted.

Charter ‑ Commencement of PDA’s Existence - Amendments.

(a) Charter Adopted.

The Charter of the Wind River Public Development Authority, attached hereto as Exhibit A is approved and incorporated by reference. Upon the effective date of this resolution, the Charter shall be issued in duplicate originals, each bearing the County’s seal attested by the Clerk of the Board of Commissioners. The Clerk of the Board of Commissioners shall retain one original on file as a public record and shall deliver the second duplicate original to the PDA. The Clerk of the Board of Commissioners shall give notice of the issuance of the Charter to the Secretary of State.

(b) Commencement of Corporate Existence.

The PDA shall commence its existence upon the issuance of the Charter and shall conduct its affairs in accordance with the Charter. Except as against the State or the County in a proceeding to cancel or revoke the Charter, delivery of a duplicate original Charter shall conclusively establish that the PDA has been established in compliance with the procedures of this resolution.

(c) Charter Amendments.

(1) Concurrence by PDA Board and County Required.

Except if the County is required to intervene under Section 8 of this resolution or as otherwise may be required by law, any amendment to this Charter must be approved by a majority of the whole PDA Board and adopted by a resolution of the County Board of Commissioners.

(i) PDA Board Resolution.

Any PDA Board member may introduce a proposed Charter amendment at any regular or special meeting of the PDA Board. Upon approval of a Charter amendment proposal, the PDA shall file the proposed amendment with the Clerk of the County Board of Commissioners for their consideration.

(ii) County Resolution.

If the County Board of Commissioners adopts a resolution to amend the Charter, the PDA Board shall consider and vote on the proposed amendment at its next regular meeting. If no regular meeting is to be held within 30 days of the adoption of the County resolution, the Secretary of the PDA Board shall call a special meeting within 45 days of the adoption of the County resolution to consider the proposed amendment. If the PDA Board fails to vote upon the proposed amendment within 45 days, the PDA Board shall be deemed to have concurred and the amendment shall become effective.

(2) Notice of Meeting to Consider Charter Amendment.

Notice of a PDA Board meeting during which action is to be taken on a proposed Charter amendment shall be given in writing to each Director and to all other persons entitled to receive notice at least 7 days before the meeting. The notice shall specifically state that a Charter amendment is to be considered and shall include a statement of its purpose and effect. The notice to be given to each Director shall also include a copy of the proposed amendment.

(3) Majority Vote for Approval.

A PDA Board resolution approving a Charter amendment requires an affirmative vote of a majority vote of the whole PDA Board.

(4) Effective Date of Charter Amendments.

A Charter amendment shall become effective only upon adoption by the County Board of Commissioners and concurrence by the PDA Board.

Bylaws.

The PDA Board is vested with the power to adopt, amend or repeal Bylaws so long as those bylaws are consistent with the Charter and this resolution. The PDA Board, at its organizational meeting shall adopt Bylaws in substantially the form attached as Exhibit B. Thereafter, the Bylaws may be amended or repealed as necessary by the PDA Board consistent with the Charter and this Resolution. Upon adoption, amendment or repeal of the Bylaws, the PDA shall place one true and complete copy on file as a public record with the Clerk of the County Board of Commissioners, and shall retain a true and complete copy in its files.

Section 8. County Oversight and Intervention.

(a) Oversight by the Board of County Commissioners.

The Board of County Commissioners shall have no right, power or duty to supervise the daily operations of the PDA. In order to correct any deficiency and to assure that the purposes of the PDA are reasonably accomplished, the County may audit the PDA’s books and records, modify the Charter consistent with this resolution, intervene in an appropriate case, or remove directors.

(b) Reports and Information.

At least once each year, the PDA Board shall review statements of monthly income and expenses that compare budgeted expenditures to actual expenditures and shall file a report summarizing this review with the Board of County Commissioners. The PDA Board shall review all such information at a regular or special meeting, the minutes of which shall specifically note such reviews and include such information.

(c) Audits and Inspections.

To assist the County or any state agency in its review and oversight functions, the PDA shall make available for examination all of its financial and other records during normal business hours.

(d) County Intervention.

Under the following circumstances, the County may, pursuant to the Resolution and this Charter, intervene in and exercise control over the affairs of the PDA to the extent necessary and appropriate to correct any deficiency and/or to assure that the purposes of the program undertaken may reasonably be accomplished:

(1) The PDA Board has requested such intervention by resolution;

(2) The PDA has failed to set forth the statement required by its charter to be included in written contracts, bonds or other documents’;

(3) The PDA has represented to the public or to creditors that recourse may be had to the assets, property or credit of the County on account of acts or omissions of the PDA, unless such secondary or direct liability is in fact expressly assumed by the County Board of Commissioners by resolution;

(4) The PDA has failed to file an annual report with the County Board of Commissioners;

(5) A deadlock has occurred on the PDA Board, or the membership of the PDA Board is insufficient to constitute a quorum for conduct of affairs so that the PDA is unable to conduct its operations or perform its projects or activities;

(6) The PDA Board has continuously failed to conduct meetings at least annually, or no regular or special meetings have been held for the preceding 12 months;

(7) The PDA Board has unreasonably impaired public participation in the conduct of projects and activities;

(8) The assets of the PDA have been or are committed to being misapplied, wasted or illegally expended;

(9) The PDA has committed or is about to commit a material violation of its charter.

Dissolution; Procedure for Dissolution.

Dissolution shall be accomplished as provided in this Section, and shall not take effect until proper provision has been made for the disposition of all PDA assets.

(a) County Board of Commissioners Determination.

If the County Board of Commissioners makes an affirmative finding, in accordance with the Resolution, that dissolution of the PDA is warranted for good cause, the existence of the PDA may be terminated by resolution of the County Board of Commissioners adopted after public hearing held upon 30 days’ notice to the Directors and affording them a reasonable opportunity to be heard. Good cause for the purposes of dissolution shall include only:

(1) The PDA Board has requested dissolution by resolution;

(2) The PDA has discontinued all activities for which it was chartered or has remained inactive for 12 successive months;

(3) The PDA becomes insolvent or otherwise unable to carry out its contractual obligations;

(4) The charter or an amendment to 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 PDA has filed an annual report with the County Board of Commissioners that contains false or misleading representations of material facts;

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

(7) The PDA has repeatedly misused, abused or exceeded the grant of authority conferred upon it by the Resolution or other law, or committed repeated violations of the Resolution or this charter;

(8) The PDA Board has authorized the misapplication, waste or illegal expenditure of PDA funds or assets;

(9) Other circumstances under which the County Board of Commissioners would be warranted in intervening, if the County Board of Commissioners affirmatively finds that extraordinary circumstances require immediate dissolution and that intervention would be insufficient to correct the problem.

(b) Statement of Dissolution.

Upon the effective date of a resolution by the Board of County Commissioners for termination of the PDA, the PDA shall file a dissolution statement with the Secretary of State and the Clerk of the Board of Commissioners setting forth: (i) the name and principal office of the PDA; (ii) the debts, obligations and liabilities of the PDA, including conditions of grants and donations, 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; (iii) any pending litigation or contingent liabilities; and (iv) a list of persons to be notified upon completion of dissolution.

(c) Winding Up of PDA Affairs.

The Board of County Commissioners shall review the statement filed and oversee the dissolution to protect the public interest, 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.

(d) Disposition of Assets.

The Board of County Commissioners may provide for the transfer of the rights, assets and property of the PDA to a qualified entity or entities which will fulfill the purposes for which the PDA was Chartered. Otherwise, title to all remaining property or assets of the authority shall vest in the County upon the dissolution of the PDA.

(e) Termination of Corporate Existence.

Upon satisfactory completion of dissolution proceedings, the Board of County Commissioners shall indicate such dissolution by inscription of “Charter Canceled” on the original Charter of the PDA, on file with the Clerk of the Board of Commissioners and, when available, on the duplicate original of the PDA, and the existence of the PDA shall cease. The Clerk of the Board of Commissioners shall give notice thereof to the Secretary of State and other persons requested by the PDA in its dissolution statement.

Section 10. Miscellaneous Provisions.

(a) Establishment and Maintenance of Office and Records.

The PDA shall maintain a principal office at a location within the limits of the County; shall file and maintain with the Clerk of the Board of Commissioners a current listing of all PDA officials, their positions and their business telephone numbers, the address of its principal office, and a current set of its Bylaws; and shall maintain all of its records in a manner consistent with the Public Records Act, RCW 42.17, as amended. The PDA shall keep an official journal containing the minutes of proceedings at all PDA Board meetings and resolutions. Any person shall have access to records and information of the PDA to the extent required by State law.

(b) Public Meetings.

The PDA Board shall be the governing body of a public agency as defined in the Open Public Meetings Act, and all meetings of the PDA Board shall be held and conducted in accordance with the Open Public Meetings Act. It shall hold a regular meeting at least one time each year; and may hold such special meetings as may be required to conduct PDA business, in accordance with such notice and other requirements as are contained in the Charter, the Bylaws and applicable law.

(1) All PDA Board meetings, including executive Committee meetings, all other permanent and ad hoc committee meetings shall be open to the public to the extent required by the Open Public Meetings Act or otherwise by law. The PDA Board and committees may hold executive sessions to consider matters enumerated in the Open Public Meetings Act, or privileged matters recognized by law, and shall enter the cause therefor upon its official journal.

(2) The Charter or Bylaws shall establish the requirements for a quorum. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the PDA Board; provided, however, that a quorum to commence a PDA Board meeting shall be no fewer than a majority of the PDA Board's total membership.

(c) Code of Ethics - Conflict of Interest.

No member of the PDA Board or any officer or employee of the PDA shall derive a personal profit, direct or indirect, from any contract or in the sale to the PDA or to a contractor supplying the PDA of any land or rights or interests in any land, material, supplies, or services except as provided in Chapter 42.23 RCW. The PDA Board may adopt additional conflict of interest and ethical rules it considers appropriate within its bylaws.

Section 11. Insurance.

The PDA shall maintain in full force and effect public liability insurance in an amount 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 PDA, naming the County as an additional insured. The County may, pursuant to a lease or other contract with the PDA, agree to provide all or part of such insurance.

Section 12. Ancillary PDA.

The Administrative Manager and the Clerk of the County Board of Commissioners are each granted all such power and authority as reasonably necessary or convenient to enable him or her to administer this resolution efficiently and to perform the duties imposed in this resolution.

Section 13. Construction.

This resolution shall be liberally construed so as to effectuate its purposes and the purposes of this resolution and RCW 35.21.730 – .759.

Section 14. Severability.

In the event any one or more of the provisions of this resolution shall for any reason be held to be invalid, such invalidity shall not affect any other provision of this resolution, but this resolution shall be construed and enforced as if such invalid provisions had not been contained herein; and any provision which shall for any reason be held by reason of its extent to be invalid shall be deemed to be in effect to the extent permitted by law.

Section 15. Effective Date.

This resolution shall take effect and be in force from and after its passage and five days following its publication as required by law.

ADOPTED by the Board of County Commissioners of Skamania County, Washington, at a regular open public meeting held on April 7, 2003.

______
Robert M. Talent, Chair

______
Lawrence W. Quinn, Commissioner

______
Albert E. McKee, Commissioner

ATTEST:

Clerk of the Board of Commissioners

Charter Of The

WIND RIVER
PUBLIC DEVELOPMENT AUTHORITY

Prepared by:

Foster Pepper & Shefelman PLLC

1111 Third Avenue, Suite 3400

Seattle, WA 98101

206/447-4400