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HomeMy WebLinkAboutOrd 1347 - Economic Development Corporation CITY of TUKWILA LCM: jry WASHINGTON 10/25/84 JEH naa ORDINANCE NO. 03/18/85 04/10/85 f} -/360 AN ORDINANCE OF THE CITY OF TUKWILA, WASHING- TON, CREATING THE TUKWILA ECONOMIC DEVELOP- MENT CORPORATION; APPROVING THE CHARTER AND BYLAWS; AND APPOINTING THE DIRECTORS OF SAID PUBLIC CORPORATION. WHEREAS, the City Council of the City of Tukwila has determined that a public corporation should be created pur- suant to the provisions of Chapter 300, Laws of 1981 Chapter 39.84 RCW to promote local economic development, and WHEREAS, the City Council has determined that said public corporation is necessary to promote higher employment, encourage the development of new jobs, maintain and supple- ment the capital investments in industry that currently exist in the City, encourage future employment by ensuring future capital investment, attract environmentally sound industry to the City, protect and enhance the quality of natural re- sources and the environment, and promote the production and conservation of energy, and WHEREAS, a proposed form of charter for said public corporation has been presented to the City Council for its approval in the form attached hereto as Exhibit A, and WHEREAS, a proposed form of bylaws for said public corporation has been presented to the City Council for its approval in the form attached hereto as Exhibit B, and WHEREAS, proposed policies governing industrial rev- enue bond financing in the City of Tukwila for said public corporation have been presented to the City Council for its approval in the form attached hereto as Exhibit C, now, therefore, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, DO ORDAIN AS FOLLOWS: Y Section 1. Public Corporation Created. A public corporation is hereby created to carry out the purposes of Chapter 300, Laws of 1981, Chapter 39.84 RCW. The public corporation shall be subject to the provisions of the herein referenced statutes. Section 2. Name of Public Corporation. The name of the public corporation shall be the TUKWILA ECONOMIC DEVELOP- MENT CORPORATION. Section 3. Charter Adopted. The Charter of the Tukwila Economic Development Corporation, attached hereto as Exhibit A and incorporated herein by this reference as if fully set forth, containing such provisions as are authorized by and not in conflict with State law, is hereby approved. The Corporation shall conduct its affairs in accordance with the Charter and the provisions of State law. Section 4. Bylaws Adopted. The Bylaws of the Tuk- wila Economic Development Corporation, attached hereto as Exhibit B and incorporated herein by this reference as if fully set forth, are hereby approved. Section 5. Policies Adopted. The policies set forth on Exhibit C, attached hereto and incorporated herein by this reference as if fully set forth, are hereby adopted as offi- cial policies governing the use of Industrial Revenue Bond financing in the City of Tukwila to be followed by the Cor- poration. Section 6. Board of Directors Created. A Board of Directors is hereby established to govern the affairs of the Corporation. All corporate powers of the Corporation shall be exercised by or under the authority of, and the business, property and affairs of the Corporation shall be managed under the direction of, the Board of Directors, except as may otherwise be provided in the Charter, the Bylaws or State law. The Board of Directors of the Corporation shall be composed of the Mayor, the three (3) members of the City Council's Finance and Personnel Committee who shall serve by 2 right of office, and three (3) members of the business community appointed by the Mayor, subject to Council confir- mation. In addition to the aforementioned directors, two alternate directors shall serve as follows: The Mayor shall appoint, subject to confirmation by the City Council, one additional member of the business community who shall attend meetings and perform the duties of a director whenever any of the regularly appointed directors from the business community are unavailable to attend or perform. The Council President or his designee shall serve as an additional alternate director who shall attend meetings and perform the duties of a director whenever any of the directors from the Finance and Personnel Committee are unavailable to attend or perform. The Mayor and Finance and Personnel Committee Board Members shall serve a term which is concurrent with their term of office and committee assignment. Appointed Directors from the business community shall serve a four (4) year term. Section 7. Majority to Constitute a Quorum. At all meetings of the Board of Directors, a majority of the Direc- tors in office at the time shall be sufficient to constitute a quorum. Every act or decision done or made by a majority of the Directors present at a meeting of the Corporation duly held, at which a quorum is present and acting, shall be re- garded as the act of the Board of Directors. Section 8. This ordinance shall be in full force and effect five (5) days after passage and publication as pro- vided by law. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, -h WASHINGTON, at a regular meeting thereof this z day of 1 1985. 3 APPROVED: ATTEST /AUTHENTICATED: CITY CLERK, MMMAXINE ANDERSON APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY: BY FIL WITH THE CST'' CLE PASSED BY THE CITY COUN PUBLISHED: April 24, 1985 EFFECTIVE DATE: April 30, 1985 ORDINANCE NO. 1347 MX GAR L. VAN DUSEN March 21, 1985 April 15, 1985 LCM:jry 10/25/84 JEH:naa 03/18/85 04/10/85 CHARTER OF TUKWILA ECONOMIC DEVELOPMENT CORPORATION ARTICLE I Name and Definitions Exhibit A Section 1.01 Name. The name of this corporation is "Tukwila Economic Development Corporation" (hereinafter re- ferred to as the "Corporation Section 1.02 Definitions. As used in this Charter, the following terms have the following meanings unless the con- text clearly requires otherwise: (a) "Act" means Chapter 300, Laws of 1981 (Chapter 39.84 RCW), as now in existence or hereafter amended. (b) "Board of Directors" means the Board of Directors of the Corporation. (c) "City" means the City of Tukwila. (d) "Construction" or "construct" means construction and acquisition, whether by devise, purchase, gift, lease or otherwise. (e) "Facilities" means land, rights in land, buildings, structures, docks, wharves, machinery, transmission equipment, landscaping, utilities, approaches, road- way and parking, handling and storage areas, and similar ancillary facilities. (f) "Financing Document" means a lease, sublease, in- stallment sale agreement, conditional sale agree- ment, loan agreement, mortgage, deed of trust, guar- anty agreement or other agreement for the purpose of providing funds to pay or secure debt service on Revenue Bonds. (g) "Improvement" means reconstruction, remodeling, rehabilitation, extension and enlargement; and "to Exhibit A improve" means to reconstruct, to remodel, to rehab- ilitate, to extend and to enlarge. (h) "Industrial Development Facilities" means manufac- turing, processing, research, production, assembly, warehousing, transportation, pollution control, solid waste disposal, energy facilities and any other facilities permitted by the "Act (i) "Municipality" means a city, town, county or port district of the State. (j) "Ordinance" means any appropriate method of taking official action or adopting a legislative decision by the City, whether known as a resolution, ordi- nance or otherwise. (k) "Project Costs" means costs of (1) acquisition, construction and improvement of any Facilities in- cluded in an Industrial Development Facility; (2) architectural, engineering, consulting, accounting and legal costs related directly to the development, financing and construction of an Industrial Develop- ment Facility, including costs of studies assessing the feasibility of an Industrial Development Facil- ity; (3) finance costs, including discounts, if any, the costs of issuing Revenue Bonds, and costs in- curred in carrying out any trust agreement; (4) interest during construction and during the six months after estimated completion of construction, and capitalized debt service or repair and replace- ment or other appropriate reserves; (5) the re- funding of any outstanding obligations incurred for any of the costs outlined above; and (6) other costs incidental to any of the costs outlined above. (1) "Revenue Bond" means a nonrecourse revenue bond, nonrecourse revenue note or other nonrecourse reven- ue obligation issued for the purpose of financing an ARTICLE III Exhibit A Industrial Development Facility on an interim or permanent basis. (m) "State" means the State of Washington. (n) "User" means one or more persons acting as lessee, purchaser, mortgagor or borrower under a Financing Document and may include a party who transfers the right of use and occupancy to another party by lease, sublease or otherwise. ARTICLE II Duration of Corporation Section 2.01 Duration. The duration of the Corporation is perpetual. Purposes and Powers of Corporation Section 3.01 Purposes. The Corporation is a public corporation organized pursuant to the provisions of the Act for the following purposes: to promote higher employment; to encourage the development of new jobs; to maintain and sup- plement the capital investments in industry that currently exist in the City; to encourage future employment by ensuring future capital investment; to attract environmentally sound industry to the City; to protect and enhance the quality of natural resources and the environment; and to promote the production and conservation of energy through the financing of Industrial Development Facilities which are consistent with the policies of the City set forth on Exhibit C to Ordi- nance No. /3 or in any superseding ordinance by tax exempt Revenue Bonds. Section 3.02 Powers. The Corporation has the following powers with respect to Industrial Development Facilities, together with all powers incidental thereto or necessary for the performance thereof; (a) To construct and maintain one or more Industrial Development Facilities; Exhibit A 4 Exhibit A (b) To lease to a lessee all or any part of any Indus- trial Development Facility for such rentals and upon such terms and conditions, including options to purchase, as the Board of Directors considers advis- able and not in conflict with the Act; (c) To sell by installment contract or otherwise and convey all or any part of any Industrial Development Faciity for such purchase price and upon such terms and conditions as the Board of Directors considers advisable which are not in conflict with the Act; (d) To make secured loans for the purpose of providing temporary or permanent financing or refinancing of all or part of the Project Costs of any Industrial Development Facility, including the refunding of any outstanding obligations, mortgages or advances is- sued, made or given by any person for the Project Costs; and to charge and collect interest on the loans for the loan payments upon such terms and conditions as the Board of Directors considers ad- visable which are not in conflict with the Act; (e) To issue Revenue Bonds for the purpose of financing all or part of the Project Costs of any Industrial Development Facility and to secure the payment of the Revenue Bonds as provided in the Act, provided, that all agreements to issue Revenue Bonds by the Corporation, all issues of Revenue Bonds, including Refunding Bonds, and all resolutions of the Corpora- tion declaring its intent to issue Revenue Bonds, shall be subject to the approval of the Tukwila City Council. (f) As security for the payment of the principal of and interest on any Revenue Bonds issued and any agree- ments made in connection therewith, to mortgage, pledge or otherwise encumber any or all of the Cor- poration's Industrial Development Facilities or any Exhibit A part or parts thereof, whether then owned or there- after acquired, and to assign any mortgage and re- pledge any security conveyed to the Corporation, to secure any loan made by the Corporation and to pledge the revenues and receipts therefrom; (g) To sue and be sued, complain and defend in its cor- porate name; (h) To make contracts and to execute all instruments necessary or convenient for the carrying out of its business; (i) To have a corporate seal and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced; (j) Subject to the limitations set forth in Section IV of this Charter and in Section 6 of the Act (RCW 39.84.060), to borrow money, accept grants from, or contract with, any local, state or federal govern- mental agency, or with any financial, public or private corporation; (k) To make and alter bylaws (the "Bylaws not incon- sistent with this Charter for the administration and regulation of the affairs of the Corporation; (1) To collect fees or charges from Users or prospective Users of Industrial Development Facilities to re- cover actual or anticipated administrative costs; (m) To execute Financing Documents incidental to the powers enumerated herein; and (n) To take any and all other actions now or hereafter permitted by the Act. The Corporation may not operate any Industrial Develop- ment Facility as a business other than as lessor, seller or lender. The purchase and holding of mortgages, deeds of trust or other security interests and the contracting for any servicing thereof is not considered the operation of an In- dustrial Development Facility. Exhibit A 6 ARTICLE IV Exhibit A The Corporation may not exercise any of its powers or issue any Revenue Bonds with respect to any Industrial Devel- opment Facility unless the Industrial Development Facility is located wholly within the boundaries of the City or unless the Industrial Development Facility comprises energy facili- ties or solid waste disposal facilities which provide energy for or dispose of solid waste from the City or the residents thereof. Limitations on Corporate Powers Section 4.01 Limitations on Corporate Powers. The powers of the Corporation are limited as follows: (a) No municipality may give or lend any money or pro- perty in aid of the Corporation; (b) The City shall annually review any financial state- ments of the Corporation and at all times shall have access to the books and records of the Corporation; (c) The Corporation may not issue Revenue Bonds pursuant to the Act except upon the approval of both the Corporation and the City; (d) No Revenue Bonds may be issued unless the Board of Directors makes a finding that in its opinion the interest paid on the Bonds will be exempt from in- come taxation by the federal government. (e) Revenue Bonds issued by the Corporation shall not be considered to constitute a debt of the State, or the City, or of any other municipal corporation, quasi municipal corporation, subdivision or agency of the State or to pledge any or all of the faith and cre- dit of any of such entities; (f) The Revenue Bonds shall be payable solely from both the revenues derived as a result of the Industrial Development Facilities funded by the Revenue Bonds, including, without limitation, amounts received under the terms of any Financing Document or by reason of any additional security furnished by the User of the Industrial Development Facility in con- nection with the financing thereof, and money and other property received from private sources; (g) Each Revenue Bond shall contain on its face state- ments to the effect that: (1) neither the State, the City, nor any other municipal corporation, quasi municipal corporation, subdivision or agency of the State is obligated to pay the principal or interest thereon; (2) no tax funds or governmental revenue may be used to pay the principal or interest there- on; and (3) neither any or all of the faith and credit nor the taxing power of the State, the City, or other municipal corporation, quasi- municipal corporation, pledged to the payment of the principal of or the interest on the Revenue Bond; (h) The Corporation may incur only those financial obli- gations which will be paid from revenues received pursuant to Financing Documents, from fees or charges paid by Users or prospective Users of the Industrial Development Facilities funded by the Revenue Bonds, or from the proceeds of Revenue Bonds; (i) The Corporation constitutes an authority and an instrumentality (within the meaning of those terms in the regulations of the United States Treasury and the rulings of the Internal Revenue Service pre- scribed pursuant to Section 103 of the Internal Revenue Code of 1954, as amended) and may act on behalf of the City of Tukwila for the specific pub- lic purposes authorized by the Act; (j) The Corporation is not a "municipal corporation" within the meaning of the constitution and laws of the State, or a "political subdivision" within the subdivision or agency thereof is Exhibit A 7 Exhibit A Exhibit A 8 ARTICLE V Exhibit A meaning of the constitution and laws of the State, including, without limitation, Article VIII, Section 7, of the State constitution; and (k) No Municipality shall delegate to the Corporation any of that Municipality's attributes of sover- eignty, including, without limitation, the power to tax, the power of eminent domain and the police power. Organization, Directors and Agent for Service of Process Section 5.01 Organization. The Corporation is organ- ized as a public corporation, subject to the provisions of the Act. No part of the net earnings, funds or assets of the Corporation, beyond those necessary for retirement of indebt- edness incurred by it, shall inure to the benefit of any director, officer or individual, or any other person, firm or corporation, excepting only the City in the event of disso- lution pursuant to Article VIII hereof. Section 5.02 Board of Directors. The affairs of the Corporation shall be managed by a Board of Directors. Unless otherwise provided in this Chapter, the Bylaws or the Act, all corporate powers of the Corporation shall be exercised by or under the authority of, and the business, property and affairs of the Corporation shall be managed under the direc- tion of the Board of Directors. Section 5.03 Majority to Constitute a Quorum. At all meetings of the Board of Directors, a majority of the Direc- tors in office at the time shall be sufficient to constitute a quorum. Every act or decision done or made by a majority of the Directors present at a meeting of the Corporation duly held, at which a quorum is present and acting, shall be re- garded as the act of the Board of Directors. Section 5.04 Composition of Board. The Board of Dir- ectors of the Corporation shall be composed of the Mayor of the City of Tukwila, the three (3) members of the City Coun- Exhibit A cil Finance and Personnel Committee who shall serve by right of office, and three (3) members of the Tukwila business community appointed by the Mayor, with confirmation of the City Council. In addition to the aforementioned directors, two alternate directors shall serve as follows: The Mayor shall appoint, subject to confirmation by the City Council, one additional member of the business community who shall attend meetings and perform the duties of a director whenever any of the regularly appointed directors from the business community are unavailable to attend or perform. The Council President or his designee shall serve as an alternate director who shall attend meetings and perform the duties of a director whenever any of the directors from the Finance and Personnel Committee are unavailable to attend or perform. The Mayor and Finance and Personnel Committee Board Members shall serve a term which is concurrent with their terms of office and committee assignment. Appointed Board Directors from the business community shall serve a four (4) year term. Section 5.05 Adoption of By -Laws. The Board of Direc- tors shall have the power subject to approval by the City Council to adopt by -laws containing any provisions for the regulation and management of the affairs of the Corporation as are not inconsistent with the Corporation's Charter or the Act. Section 5.06 Agent for Service of Process. The Corpor- ations' agent for service of process is: City Administrator City of Tukwila 6200 Southcenter Boulevard Tukwila, Washington 98188 ARTICLE VI Rights and Liabiities of Directors, Officers and Employees. Section 6.01 Conflicts of Interest. A. Generally. No director, officer, agent or employee of the Corporation may have, directly or Exhibit A 9 B Exhibit A indirectly, any financial interest in any property to be included in or any contract for property, services or materials to be furnished or used in connection with any Industrial Development Facility financed through the Corporation. Voting by Board of Directors. to have the participate in such matter. Exhibit A 10 If it is determined by a vote of a majority of the entire Board of Directors that a Board member has a conflict of interest under paragraph A above on any matter coming before the Board, then the member determined conflict of interest shall not the discussion of or any vote upon In the event a challenged member requests additional time prior to the matter being discussed or voted upon in order for the member to present further information to the Board concerning the conflict, then the Board's determination with respect to the challenge shall be continued to the Board's next regularly scheduled meeting at which time the member or members requesting the additional time shall present such additional information. At the conclusion of the presentation, the Board shall make its determination as provided hereinabove. Section 6.02 Indemnification. To the extent permitted by law, the Corporation shall indemnify any person who is or was a director, officer, employee or other agent of the Cor- poration, and who is or was a party or threatened to be made a party to a proceeding by reason of the fact that such per- son is or was an agent of the Corporation, against judgments, fines, penalties, settlements and reasonable expenses (in- cluding attorney's fees) actually incurred by him in connec- tion with such proceeding, if such person acted in good faith and reasonably believed his conduct to be in the Corpora- Exhibit A tion's best interests and if, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The indemnification provided herein shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract or by vote of the Board of Directors. The Corporation may purchase and maintain indemnification insurance for any person to the extent provided by the applicable law. ARTICLE VII Alteration of Corporation; Amendment of Charter Section 7.01 Alteration. The City may, at its discre- tion and at any time, alter or change the structure, organi- zational programs or activities of the Corporation, and it may terminate the Corporation if contracts entered into by the Corporation are not impaired. Section 7.02 Amendment of Charter. This Charter may be amended only by the City. ARTICLE VIII Dissolution of Corporation Section 8.01 Dissolution. The Corporation may be dis- solved by the City if the Corporation: (a) Has no property to administer, other than funds or property, if any, to be paid or transferred to the City; and (b) All its outstanding obligations have been satisfied. Dissolution of the Corporation shall be accomplished by the adoption of an Ordinance providing for such dissolution. Upon dissolution of the Corporation, title to all property owned by the Corporation shall vest in the City. LCM:jry 10/25/84 JEH :naa 03/18/85 04/10/85 BYLAWS OF TUKWILA ECONOMIC DEVELOPMENT CORPORATION Exhibit B ARTICLE I Principal Office; Definitions; Organization and Purpose Section 1.01 Principal Office. The principal office of the Corporation shall be in the County of King, State of Washington. Section 1.02 Definitions. As used in these Bylaws, the following terms have the following meanings unless the con- text clearly requires otherwise: (a) "Act" means Chapter 300, Laws of 1981 (Chapter 39.84 RCW), as now in existence or hereafter amended. (b) "Board of Directors" means the Board of Directors of the Corporation. (c) "City" means the City of Tukwila. (d) "Construction" or "construct" means construction and acquisition, whether by devise, purchase, gift, lease or otherwise. (e) "Facilities" means land, rights in land, buildings, structures, docks, wharves, machinery, transmission equipment, landscaping, utilities, approaches, road- way and parking, handling and storage areas, and similar ancillary facilities. (f) "Financing Document" means a lease, sublease, in- stallment sale agreement, conditional sale agree- ment, loan agreement, mortgage, deed of trust, guar- anty agreement or other agreement for the purpose of providing funds to pay or secure debt service on Revenue Bonds. (g) "Improvement" means reconstruction, remodeling, rehabilitation, extension and enlargement; and "to Exhibit B improve" means to reconstruct, to remodel, to rehab- ilitate, to extend and to enlarge. (h) "Industrial Development Facilities" means manufac- turing, processing, research, production, assembly, warehousing, transportation, pollution control, solid waste disposal, energy facilities and any other facilities permitted by the "Act (i) "Municipality" means a city, town, county or port district of the State. (j) "Ordinance" means any appropriate method of taking official action or adopting a legislative decision by the City, whether known as a resolution, ordi- nance or otherwise. (k) "Project Costs" means costs of (1) acquisition, construction and improvement of any Facilities in- cluded in an Industrial Development Facility; (2) architectural, engineering, consulting, accounting and legal costs related directly to the development, financing and construction of an Industrial Develop- ment Facility, including costs of studies assessing the feasibility of an Industrial Development Facil- ity; (3) finance costs, including discounts, if any, the costs of issuing Revenue Bonds, and costs in- curred in carrying out any trust agreement; (4) interest during construction and during the six months after estimated completion of construction, and capitalized debt service or repair and replace- ment or other appropriate reserves; (5) the re- funding of any outstanding obligations incurred for any of the costs outlined above; and (6) other costs incidental to any of the costs outlined above. (1) "Revenue Bond" means a nonrecourse revenue bond, nonrecourse revenue note or other non recourse revenue obligation issued for the Exhibit B purpose of financing an Industrial Development Facility on an interim or permanent basis. (m) "State" means the State of Washington. (n) "User" means one or more persons acting as lessee, purchaser, mortgagor or borrower under a Financing Document and may include a party who transfers the right of use and occupancy to another party by lease, sublease or otherwise. Section 1.03 Organization, Purpose and Use of Proceeds. The Corporation is a public corporation organized pursuant to the provisions of the Act to facilitate economic development and employment opportunities in the State through the financ- ing of the Project Costs of Industrial Development Facilities in the City. The activities of the Corporation shall be limited to the activities described in its charter (the "Charter No part of the net earnings, funds or assets of the Corporation, beyond those necessary for retirement of indebtedness incurred by it, shall inure to the benefit of any director, officer or individual, or any other person, firm or corporaiton, excepting only the City. Section 1.04 Seal. The Corporation chooses neither to have nor to utilize a seal. ARTICLE II Board of Directors Section 2.01 Powers of Corporation. Unless otherwise provided in the Charter, these Bylaws or the Act, all powers of the Corporation shall be exercised by or under the author- ity of, and the business, property and affairs of the Corpor- ation shall be managed under the direction of, the Board of Directors. Section 2.02 Composition of Board. The Board of Direc- tors of the corporation shall be composed of the Mayor of the City of Tukwila, the three (3) members of the City Council Finance and Personnel Committee who shall serve by right of office, and three (3) members of the Tukwila business Exhibit B 3 Exhibit B 4 Exhibit B community appointed by the Mayor, with confirmation of the City Council. In addition to the aforementioned directors, two alternate directors shall serve as follows: The Mayor shall appoint, subject to confirmation by the City Council, one additional member of the business community who shall attend meetings and perform the duties of a bdirector whenever any of the regularly appointed directors from business community are unavailable to attend or perform. the The Council President or his designee shall serve as an alternate director who shall attend meetings and perform the duties of a director whenever any of the directors from the Finance and Personnel Committee Board Members shall serve a term which is concurrent with their terms of office and committee assignment. Appointed Board Directors from the business community shall serve a four (4) year term. Section 2.03 Organizational Meeting. The first Board of Directors may at any time hold an organizational meeting at which the Directors shall organize by electing from their number a Chairman and a Treasurer. In addition, the Board of Directors shall elect a Secretary and may elect such subordi- nate officers as they may determine, none of whom need be a Director of the Corporation. Each officer shall hold office until the election and qualification of his or her successor or until his or her death, resignation or removal. Section 2.04 Place of Director's Meetings. Meetings of the Board of Directors shall be held at such place in the County of King, or elsewhere, as may be designated in the notice of meeting or by resolution of the Board of Directors. Section 2.05 Regular Meetings. The Board of Directors by resolution may provide for the holding of regular meetings and may fix the time and place of holding such meetings. Notice of regular meetings need not be given. Section 2.04 Special Meetings, Notice, Waiver. A spe- cial meeting of the Board of Directors shall be held whenever called by the Chairman or by a majority of the Board of Di- Exhibit B 5 Exhibit B rectors. Each such meeting shall be held upon notice given by delivering personally or by mail, at least twenty -four (24) hours before the time of such meeting, written notice to each member of the Board of Directors and to each local news- paper of general circulation and to each local radio or tele- vision station which has on file with the Board of Directors a written request to be notified of such special meeting or of all special meetings. The call and notice shall specify the time and place of the special meeting and the business to be transacted. Final disposition shall not be taken on any other matter at such meetings by the Board of Directors. Such written notice may be dispensed with as to any Director who at or prior to the time the meeting convenes files with the Secretary a written waiver of notice. Such waiver may be given by telegram. Such written notice may also be dispensed with as to any Director who was actually present at the meet- ing at the time it convenes. Section 2.07 Adjournments. The Board of Directors may adjourn any regular, adjourned regular, special or adjourned special meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all Directors are absent from any regular or ad- journed regular meeting, the Secretary may declare the meet- ing adjourned to a stated time and place. He shall cause a written notice of the adjournment to be given in the same manner as provided in Section 2.06 for announcement of spe- cial meetings, unless such notice is waived as provided for special meetings. Whenever any meeting is adjourned, a copy of the order or notice of adjournment shall be conspicuously posted immediately after the time of the adjournment on or near the door of the place where the regular, adjourned regu- lar, special or adjourned special meeting was held. Section 2.08 Quorum and Manner of Action. A. Generally. At all meetings of the Board of Directors, a majority of Directors in office at the Exhibit B time shall be sufficient to constitute a quorum. Unless a greater number is expressly required by statute or by these Bylaws, every act or decision done or made by the majority of the Directors present at a meeting duly held, at which a quorum is present and acting, shall be regarded as the act of the Board of Directors. B. Voting by Board of Directors. If it is determined by a vote of a majority of the entire Board of Directors that a Board member has a conflict of interest as defined in Section 6.01(A) of the Charter, on any matter coming before the Board, then the member determined to have the conflict of interest shall not participate in the discussion of or any vote upon such matter. In the event a challenged member requests additional time prior to the matter being discussed or voted upon in order for the member to present further information to the Board concerning the conflict, then the Board's determination with respect to the challenge shall be continued to the Board's next regularly scheduled meeting at which time the member or members requesting the additional time shall present such additional information. At the conclusion of the presentation, the Board shall make its determination as provided hereinabove. Section 2.09 Conduct of Meetings. The Chairman or, in the absence of the Chairman, the Treasurer, shall preside. Section 2.10 Resignations and Vacancies. Any director of the Corporation may resign at any time by giving written notice to the Chairman, the Secretary or the Board of Direc- tors. Such resignation shall take effect at the time speci- fied therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the accept- Exhibit B ance of such resignation shall not be necessary to make it effective. A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation or removal of any Director. Any vacancy in the Board of Direc- tors shall be filled by an appointment made in the same man- ner as the appointment of the original members of the Board. Each Director so selected shall hold office until his or her death, resignation or removal. Section 2.11 Compensation of Directors. No director shall be entitled to receive any compensation for serving as a Director or an officer of the Corporation. Section 2.12 Removal of Directors. Any Director may be removed for cause or at will by a majority vote of the City Council. Section 2.13 Notice to Tukwila City Council. Notice of all meetings by the Board of Directors of the Corporation shall be given by the Secretary to the members of the Tukwila City Council. Representatives of the Tukwila City Council may attend and may make comments at all such meetings. Section 2.14 Indemnification. To the extent permitted by law, the Corporation shall indemnify any person who is or was a director, officer, employee or other agent of the Cor- poration, and who is or was a party or threatened to be made a party to a proceeding by reason of the fact that such per- son is or was an agent of the Corporation, against judgments, fines, penalties, settlements and reasonable expenses (in- cluding attorneys' fees) actually incurred by him in connec- tion with such proceeding, if such person acted in good faith and reasonably believed his conduct to be in the Corpora- tion's best interests and if, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The indemnification provided herein shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract or by vote of Exhibit B 7 the Board of Directors. The Corporation may purchase and maintain indemnification insurance for any person to the extent provided by applicable law. Section 2.15 Incurring of Indebtedness. The Board of Directors, on behalf of the Corporation, may incur such in- debtedness for the proper purposes of the Corporation as the Board may deem necessary or appropriate, may issue Revenue Bonds of the Corporation, may secure the same by mortgage, pledge or other encumbrance of the whole or any part of the assets of the Corporation, and may establish funds and make other provisions for the payment of such indebtedness and interest thereon, all in accordance with the provisions of the Charter and the Act. Section 2.16 Fees. The Corporation shall adopt by resolution a fee schedule which is consistent with the poli- cies set forth on Exhibit C to Ordinance No. of the City and shall amend such schedule from time to time for the purpose of charging and equitably apportioning among partici- pating Users the administrative costs and expenses incurred in the exercise of the powers and duties of the Corporation in accordance with the Act. ARTICLE III Officers Section 3.01 Number and Qualification. The officers of the Corporation shall be the Mayor, who shall serve as Chairman; and a Treasurer and a Secretary and such subordi- nate officers, including one or more assistant secretaries, as the Board of Directors may elect. The Board of Directors may elect any person to hold the office of Secretary, Treas- urer or any subordinate office. Except for the Chairman, no Board Member shall hold any elective office in the Corpora- tion. Section 3.02 Election, Term of Office. Other than the Mayor, who shall serve as Chairman and Chief Executive Offi- cer, each officer shall be elected by the Board of Directors Exhibit B 8 Exhibit B Exhibit B and shall hold office until his or her successor shall have been elected and qualified, or until the death, resignation or removal of such officer. Section 3.03 Resignations. Any officer may resign at any time by giving written notice to the Chairman, the Secre- tary or the Board of Directors. Any such resignation shall take effect at the time specified therein or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 3.04 Removal. Any officer elected by the Board may be removed for cause or at will by the vote of the major- ity of the Board of Directors. Section 3.05 Vacancies. A vacancy in any office be- cause of death, resignation, removal, disqualification or any other cause, shall be filled in the manner prescribed in these Bylaws for regular election to such office. Section 3.06 Chairman. The Chairman shall be the chief executive officer of the Corporation and shall have general supervision over the business of the Corporation, subject, however, to the control of the Board of Directors. The Chairman shall preside at all meetings of the Board of Direc- tors. The Chairman may sign and execute, in the name of the Corporation, deeds, mortgages, leases, bonds, contracts and other instruments duly authorized by the Board of Directors, and generally shall perform all duties incident to the office of Chairman and such other duties as may from time to time be assigned to such office by the Board of Directors. Section 3.07 Treasurer. The Treasurer shall receive and have charge of all funds of the Corporation and shall disburse such funds only as directed by the Board of Direc- tors. The Treasurer shall, in general, perform all duties incident to the office of chief financial officer. In addi- tion, at the request of the Chairman or in case of his or her absence or disability, the Treasurer shall perform all duties Exhibit B 9 Exhibit B of the Chairman and, when so acting, shall have all the pow- ers of, and be subject to all restrictions upon, the Chair- man. The Treasurer shall also perform such other duties as may from time to time be assigned to that office by the Chairman. Section 3.08 Secretary. The Secretary shall: (a) Certify and keep at the office of the Corporation, or at such other place as the Board of Directors may order, the original or a copy of the Bylaws, as amended or otherwise altered; (b) Keep at the office of the Corporation, or at such other place as the Board of Directors may order, a book of minutes of all meetings of the Board of Directors, recording therein the time and place of meetings, whether regular or special, and, if spe- cial, how authorized, the notice thereof given, and the proceedings thereat; (c) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (d) Be custodian of the records of the Corporation; (e) Exhibit at all reasonable times to any Director, upon application, the Bylaws and minutes of the proceedings of the Board of Directors of the Corpor- ation; and (f) In general, perform all duties of the office of Secretary and such other duties as may from time to time be assigned to such office by the Chairman. Section 3.09 Subordinate Officers. Subordinate offi- cers shall perform such duties as shall be prescribed from time to time by the Chairman. ARTICLE IV General Section 4.01 Fiscal Year. The fiscal year of the Cor- poration shall begin January 1 and end December 31 of each Exhibit B 10 year, except the first fiscal year which shall run from the date the Charter was approved by Ordinance No. Section 4.02 Public Meetings. To the extent practi- cable, meetings of the Corporation shall be held within the County of King and shall be open to the public as required under the Open Public Meetings Act, Chapter 42.30 RCW, as amended; and all meetings of the Board of Directors shall be called and held in accordance with said law. At any such meeting, any citizen shall have a reasonable opportunity to address the Board of Directors either orally or by written memoranda. ARTICLE V Amendment of Bylaws and Charter Section 5.01 Amendment of Bylaws. The Board of Direc- tors, by vote or written consent, may amend or repeal these Bylaws, or may adopt new Bylaws, all subject to the approval of the City Council. Section 5.02 Amendment of Charter. The Charter of the Corporation may be amended only by Ordinance of the City of Tukwila. ARTICLE VI Books and Records Section 6.01 Books and Records. The Corporation shall keep correct and complete books and records of account, min- utes of the proceedings of the Board of Directors and such other records as may be necessary or advisable. The finances of the Corporation are subject to examination by the State Auditor's Office pursuant to RCW 43.09.260. Exhibit B �Z of. DATED 1985. Exhibit B SECRETARY'S CERTIFICATE The undersigned hereby certifies that the undersigned is the Secretary of the Tukwila Economic Development Corpora- tion, a public corporation organized under the laws of the State of Washington; that the foregoing is a true, complete and correct copy of the Bylaws of said Corporation; and that said Bylaws are in full force and effect as of the date here- Secretary Exhibit B 12 EXHIBIT C Policies Governing Industrial Revenue Bond Financing in the City of Tukwila 1. Financed facilities shall be consistent with the purposes and requirements of the Local Economic Development Act, Chapter 300, 1981 Washington laws. 2. Financed facilities shall meet all applicable requirements of the U.S. Internal Revenue Service (IRS) Code, 1954, as amended. 3. Firms receiving revenue bond financing shall not engage in dis- criminatory employment practices. 4. All Industrial Development Facilities financed through the Tukwila Economic Development Corporation shall be consistent with the City's adopted Land Use and comprehensive plans. 5. All Industrial Development Facilities financed through the Tukwila Economic Development Corporation shall not place unreasonable burdens on available public facilities or service. 6. All Industrial Development Facilities financed through the Tukwila Economic Development Corporation shall be required to obtain and must receive all necessary governmental permits and approvals before final issuance of any revenue bonds in connection with such financing. 7. All agreements to issue revenue bonds by the Corporation, all issues of revenue bonds and all resolutions of the Corporation declaring its intent to issue revenue bonds, shall be subject to the approval of the Tukwila City Council. 8. The City will consider issuing industrial revenue bonds only upon a clear and factual demonstration of direct economic benefit to the City through advancement of the City's economic development goal, such as the creation of additional jobs for City residents, increase in the tax base or the stimulation of additional private investment or business development. Consideration will also be given to any adverse effects upon the City's economic development goal or other goals including environmental affect. 9. Equal Consideration No particular type of business or enter- prise will be excluded from consideration of the issuance of Industrial Bonds by the City, but every applicant should be prepared to demonstrate Policies Governing Industrial Revenue Bond Financing in the City of Tukwila Page 2 that the proposed facility will promote the general economic development of the City within the context of existing rules, regulations and requirements of the City, the State, and the U. S. Government. 10. Redevelopment Areas More favorable consideration will be made toward activities that would impact in areas of the City in need of revitalization or identified as compatible with the City's economic development strategy or as otherwise identified by the City Council. 11. Nature of Improvements to be Financed Industrial revenue bonds shall generally be used to finance the purchase of land, land improvements, buildings and machinery and equipment which have an asset life span equal to the term of the issue. No industrial revenue bonds shall be issued where the nature of the project is primarily to acquire inventory, materials, or working capital. 12. All applicants for Industrial Revenue Bond financing through the Tukwila Economic Development Corporation shall, at the time of ini- tial application, pay to the Corporation a nonrefundable application fee in the sum of $1,000.00 or 1 /10 of 1% of the amount of the requested revenue bond issue, whichever is greater. 13. In addition to the nonrefundable application fee, all appli- cants shall be required to pay all costs, including attorney's fees, associated with their particular revenue bond issue, together with a pro rata share each year of the cost of keeping the Tukwila Economic Development Corporation in existence.