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RESOLUTION NO.3 3 8 3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO
PERFORM THE NECESSARY ADMINISTRATIVE MEASURES TO APPROVE
AUBURN'S WITHDRAWAL FROM THE EXISTING SOUTH KING COUNTY
REGIONAL WATER ASSOCIATION JOINT OPERATING AGREEMENT,
DATED OCTOBER 8, 1996, AND TO INDICATE AUBURN'S ACCEPTANCE
AND CONTINUANCE AS A SIGNATORY MEMBER OF THE REVISED
SOUTH KING COUNTY REGIONAL WATER ASSOCIATION JOINT
OPERATING AGREEMENT DATED DECEMBER 19, 2000.
WHEREAS, Auburn is a member of the South King County Regional
Water Association (SKCRWA) consisting of the cities of Algona, Black
Diamond, Kent, and Pacific, and Lakehaven Utility District, Soos Creek Water &
Sewer District, and King County Water District #111 as authorized by
Resolution No. 2568, adopted June 5, 1995, and modified by Resolution No.
2781, adopted December 2,1996; and
WHEREAS, the Board of Directors of the SKCRWA saw a need to make
certain amendments to the Joint Operating Agreement, dated October 8, 1996,
to provide clarification to the intent of the agreement; and
WHEREAS, the Board of Directors of the SKCRWA have now prepared
and recommended for approval by each participatory member an update of the
Joint Operating Agreement to which Auburn is a signatory member.
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Resolution No. 3383
August 17,2001
Page 1
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH
RESOLVES AS FOLLOWS:
Section 1. The Mayor and City Clerk of the City of Auburn are hereby
authorized to perform the necessary administrative measures to approve
Auburn's withdrawal from the existing SKCRWA Joint Operating Agreement,
dated October 8, 1996, and to indicate Auburn's acceptance and continuance
as a signatory member of the revised SKCRWA Joint Operating Agreement,
dated December 19, 2000. A copy of said Agreement is attached hereto and
denominated as Exhibit "A" and incorporated by reference in this Resolution.
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation.
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Resolution No. 3383
August 17, 2001
Page 2
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DATED and SIGNED this ~ day of September, 2001.
Q~kL ~
CHARLES A. BOOTH
MAYOR
ATTEST:
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DalÌtelle E. Daskam,
City Clerk
APPROVED AS TO FORM:
Michael J. Reynolds,
City Attorney
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Resolution No. 3383
August 17, 2001
Page 3
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Return Address:
Auburn City Clerk
City of Auburn
25 West Main St.
Auburn, WA 98001
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KING
RECORDER'S COVER SHEET
Document Title(s) (or transactions contained therein):
Interlocal Agreement - South King County Regional Water Association Joint Operating
Agreement I
13 'Or
FilED BY PN'\t!rc
Lv3<jìLJ -/2.
Reference Number(s) of Documents assigned or released:
DAdditional reference #'s on page of document
Grantor(s)/Borrower(s) (Last name first, then first name and initials)
Auburn, City of
Grantee/Assignee/Beneficiary: (Last name first)
South King County Regional Water Association
Legal Description (abbreviated: Le. lot, block, plat or section, township, range)
PER RCW 39.34
D Additional legal is on page of document.
Assessor's Property Tax Parcel/Account Number
N/A
(f::,
o Assessor Tax # not yet assigned
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SOUTH KING COUNTY REGIONAL WATER ASSOCIATION
JOINT OPERATING AGREEMENT
December 19, 2000
WHEREAS, an adequate and safe water supply for South King County Regional Water
Association (SKCR W A) and its members is vital to both existing citizens and in implementing the
long-tenn comprehensive plans ofSKCRWA members; and
WHEREAS, the State and SKCRWA prepared a Coordinated Water System Plan
(CWSP) for South King County; and
WHEREAS, projects that provide tor the coordinated and cooperative use and operation
of supply, transmission, storage, treatment, and pumping facilities to minimize cost, provide for
improved water quality, protect the environment, provide for emergency needs, and maximize the
best use of the resource is in the best interest of the citizens of the region;
WHEREAS, the current and near-tenn water needs of the local governments and
SKCRW A require steps to establish a cooperative subregional water supply system; and
WHEREAS, the SKCRWA is committed to cooperate toward regional solutions for both
emergency and long range water supply needs: and
WHEREAS, the SKCRW A signatory members developed a Joint Operating Agreement in
1995 and revised the Joint Operating Agreement in 1996 and now want to further revise the
Agreement.
NOW THEREFORE, the SKCRWA signatory members of this Joint Operating
Agreement (JOA), agree as follows:
I. GENERAL
A. The Signatory Members acknowledge the requirement to incorporate land use
planning as defined by the Growth Management Act with water supply planning;
and
B. The Signatory Members recognize the benefits of developing a subregional water
supply system that will allow the optimum use of surface and groundwater to
better manage and protect the area's water resources; and
C. The Signatory Members will hold an Annual Meeting about September 30th to
review the status of this JOA and any Amendments as well as other problems of
mutual concern. The specific date, time, and location of the meeting will be set by
mutual agreement.
December 19,2000
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D. Merger shall mean when two signatory members merge or when a signatory
member and a non-signatory member merge.
E. Termination - This agreement shall cease to be binding on or to any signatory
member that is not in good standing or whenever a merger occurs.
2. INTENT
A. The general intent is to create a method for the Signatory Members to
cooperatively use certain existing facilities and construct new facilities needed to
develop a subregional water system. The Signatory Members may mutually
agree by Interlocal Agreement to produce additional water and distribute it within
the Subregional Service Area, with or without change to their retail service area.
B.
The JOA provides a rramework for joint development of specific projects that may
include two or more Participants. Each facility, project, and/or intertie shall be
developed under a separate Interlocal Agreement (IA) consistent with this JOA
subject to approval by appropriate affected city council and/or water district
boards. The specific intent of this JOA is to make provisions for a standardized
fonn to create or expand cooperative agreements to meet the public water supply
needs for both emergency and long-tenn use, and to establish a basis for agreement
between Participants for financing, ownership, construction, and operation of
mutually beneficial projects required to achieve cooperative objectives. These
projects may include common facilities with other Agencies outside the SKCRWA
planning area.
Interlocal Agreements (IA) negotiated under the provisions of this JOA shall speak
for themselves and should reference the version ofthe JOA, which is in place at the
time that the agreement is reached. It is the intent of the Signatory Members that
any Interlocal Agreements negotiated under the JOA would survive the withdrawal
of a Signatory Member rrom the JOA or rrom the South King County Regional
Water Association.
It is further the specific intent of this JOA to preserve Signatory Members' existing
water rights and protect the established or planned interest and needs of each
Signatory Member with respect to sources of water.
Suggested content for an Interlocal Agreement is shown in Exhibit A.
C. It is the desire of the Signatory Members that this JOA be incorporated into the
South King County CWSP at the next update.
D. The tenn "Participant" as used in this JOA shall mean all the signatories of an IA
consistent with and implemented subsequent to this JOA.
December 19,2000 2
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E. The term "Signatory Members" as used in this JOA shall mean a member, in good
standing, of the South King County Regional Water Association who has signed
this JOA Good standing includes but is not limited to being current on all dues to
the SKCRWA
3. SUBREGIONAL SERVICE AREA AND FACILITIES
A "Subregional Service Area" shall mean the Signatory Members' Designated Water
Service Areas identified in the CWSP or as approved by amendments to the CWSP
or as identified in a Signatory Member's approved Comprehensive Water Plan.
B. "Subregional Facilities" shall mean:
(a) that portion of the Participants' sources, interties, transmission, and storage
systems required to supply water to the service areas of the Participants or
new facilities as defined by a separate IA pursuant to this JOA
(b) those designated capacities within a Participant system as specifically
defined in an appropriate IA
C. "Facility Ownership". Ownership of the physical facilities that exist on the date of
this JOA shall remain with the individual Signatory Members. Unless otherwise
agreed to within a specific IA, ownership and operational responsibilities of new
facilities shall be based generally on location in designated service areas, with
capacity rights defined by appropriate IA
WATER SUPPLY - CAPACITY RIGHTS
A Capacity Rights - Participants may purchase capacity by IA Any changes in these
capacity rights shall be recognized by an IA, approved by the appropriate affected
city councils and/or water district boards.
B. Additional JOA Participants - Other agencies may purchase capacity rights in
subregional facilities subject to the provisions of paragraph 4.C. Other agencies
who become Signatory Members of the SKCRWA and become Participants in
future projects undertaken under this lOA and future IAs will be assessed past
costs associated with development of this JOA as specified in Exhibit B.
December 19, 2000 3
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C. Wholesaling Water -
a) A Signatory Member may wholesale water through lease or otherwise,
delivered through subregional facilities to areas outside of the Signatory
Member's Service Area, so long as the other Signatory Members' capacity
rights are not negatively impacted, Signatory Members of the SKCRW A agree
that, where feasible and mutually beneficial, they will coordinate planning and
development of water resources.
b) Signatory Members further agree that prior to entering into any agreement to
deliver long term water supply or construct joint facilities with a non-Signatory
Member agency, they will first make a good faith effort to offer such supplies
and/or capacities to Signatory Members (provide the right of first refusal).
Such offers shall be made on a cost of service basis as established by separate
IA. Signatory Members shall have 60 days to respond.
c) Signatory Members agree that when entering into any agreement to deliver
long term water supply or construct joint facilities with a non-Signatory
Member agency in accordance with this JOA, they will include and collect for
remittance to the SKCRWA a fee for reimbursement of the costs for
development of the JOA as specified in Exhibit B.
d) Regular meetings of the SKCRWA shall be the forum for making Signatory
Members aware of discussions regarding water sales and joint projects,
however all offers of participation or requests for participation shall be in
writing with copies to other Signatory Members.
D.
Conservation - All Participants will develop and implement a conservation plan
that is consistent with State guidelines. Additional or supplemental conservation
requirements beyond basic programs may be included in a specific Interlocal
Agreement.
E. Curtailment - In general, curtailment for delivery of "firm water" shall be on a
uniform percentage basis for both wholesale and retail customers and curtailment
for delivery of "interruptible water" shall be on a "last in first out" basis as
determined by the date of formal agreement. Specific curtailment requirements
and provisions shall be included in Interlocal Agreements implemented under this
JOA.
F. ~uality - An objective of the Signatory Members is to maintain the quality of the
water in the subregional facilities at or above the quality required by the State
drinking water standards. The purchasing Participant will be responsible for
ensuring water quality blending analyses and other water quality issues are
resolved to their own satisfaction. The Signatory Members may meet periodically
to ensure that water quality and operational issues are addressed, and that needed
December 19,2000 4
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December 19,2000
information is exchanged in a timely fashion. The written results of these meetings
will be circulated in a timely manner to all members and participants and reviewed
at the annual meeting.
G. Additional Facilities - Projected needs will be identified by the Participants based
on the Participant's designated service areas. As five or more years may be needed
to bring major new source capacity capabilities on line, five-year and ten-year
forecasts are required, and must be updated whenever a Participant becomes aware
of any significant change in their forecast demand. These will be discussed jointly
as they arise, and reviewed at the annual meeting.
H. Financing - Each Project IA will include pertinent details of financing for that
project. Financial participation in existing and additional facilities will be based on
each Participant's projected need for each facility, as designated capacity rights.
Cost of Service Charge - The Signatory Members and Participants will establish
wholesale water sales charges for both emergency and long-term supply that
include: (I) capital cost, (2) fixed operating cost, and (3) a variable operating cost
based on quantity of water delivered based on actual costs of providing the service.
Fixed and variable operating and maintenance costs payments will be made
monthly per meter and use rates. Projected annual rate adjustments and
documentation shall be provided at the annual meeting. Any rate increase will be
effective beginning January I, of the following year.
(I) The Rates and Charges for the capital, operation, and maintenance of the
system shall be based on the following:
(a) Capital Cost - Those construction related costs incurred for
Capacity Rights. Capital Costs for facilities contracted solely for a
specific project (described in an IA) are allocated based on
designated capacity to be purcbased.
Capital costs shall include the debt service for each Participant.
Such debt service shall be defined as the actual debt service on debt
issued for the Participant's proportionate share of capacity rights,
or if no debt is issued for the Participant's costs by the financing
Participant, the amortized value at the interest rate of the most
recent revenue bond issued by the financing Participant over 20
years. However, should all capital costs be paid in full by any
Participant purcbasing capacity rights prior to the time of the
financing Participant incurring the costs, no interest charges shall be
assigned to the Participant purchasing capacity rights.
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Capital Costs associated with a supplying Participant's construction
of their internal water system facilities may be included in the fixed
and variable operating costs as appropriate, using cost of service
principles, in the same manner as those costs are included in the
supplying Participant's customer rate base.
(b) Fixed Ooerating Cost - The cost of labor, supervision, supplies,
utilities, services, taxes, insurance, and all other costs required to
operate and maintain the system other than those items included
under Variable Operating Cost. The operating cost will include an
allocation for renewal and replacement.
(c) Variable Ooerating Cost - Those costs directly proportionate to the
volume of water produced, including chemicals, electric power, and
other costs required to meet customer and system needs not
included in (a) and (b) above.
(2)
Accounting
Subregional facilities accounting shall be documented in accordance with
generally accepted accounting practices acceptable to the Participants.
ADMINISTRATIVE. LEGAL AND OTHER PROVISIONS
A. Each Signatory Member shall designate in writing their representative responsible
for coordination and implementation of the JOA and the subsequent IAs. The
designated individuals will be the primary contact for all project approvals and
communication and shall prepare and publish a schedule and plan to facilitate the
planning, design and day-by-day operation of facilities associated with the
subsequent IAs.
B. Signatory Members in good standing may propose Amendments to this JOA at
any time. Signatory Members in good standing shall vote on proposed
Amendments at the Annual Meeting. A quorum of Signatory Members present
shall approve any Amendments to this JOA prior to their submittal to Signatory
Members city councils and/or utility district boards for approval. A Special
Meeting of the Signatory Members may be called for the purpose of amending this
JOA by two thirds of the Signatory Members in good standing.
C. A Signatory Member may withdraw ftom this JOA by providing 120 days notice to
other Signatory Members. Notice shall be provided to each Signatory Member in
writing and shall include the reason for withdrawal.
December 19,2000 6
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D. Any Signatory Member that withdraws ITom the SKCRWA also withdraws ITom
this JOA
E. This JOA shall remain in full force UIÙess terminated in writing by mutual
agreement of all Signatory Members in good standing. Termination of the JOA or
withdrawal by any signatory member shall not affect any Interlocal Agreements
negotiated under a JOA
F. A Signatory Member who merges with any Agency which is not a Signatory
Member of this JOA must withdraw ITom the JOA The merged agency would
then be allowed to reapply for Signatory Membership in the JOA as the merged
Agency.
IN WITNESS WHEREOF, the SKCRWA members hereto have caused this agreement to be
c:Jxecuted by their proper Officers on the ~ day of JÁR<>í '3fJICtZ...
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Title:
City of AI_ ~. .
Date: -1-01
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Title: Mayor
City of Auburn
Date: September 4, 2001
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December 19,2000
By:
Title:
City ofBlack Diamond
Date:
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Title:
City Kent
Date: .ý -7- 0 (
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Title:
Lakehaven Utility District
Date:
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Title:
King County
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City of Pacific
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South King County
Regional Water Association
Joint Operating Agreement
E:dIibit A
Check List for IDterlocal Agreements
1. Project Title
2. General
· List of Utilities to be parties to the Interlocal Agreement (lA) and approval of the appropriate
city councils and/or water district boards.
· Consistency with the Joint Operating Agreement (JOA).
· Description of need for the project.
· Listing of potential wholesale customers for the water in accordance with Section 4.C of the
JOA.
· Recognition of assessment of costs associated with development of JOA in aocordance with
Section 4.B of the JOA.
· Recognition of right offirst refusal to excess capacity of Signatory Members of the South
King County Regional Water Association (SKCRWA) in accordance with Section4.C of the
JOA.
· Recognition that capacity and water rights are available to meet the needs of the IA.
3. Description of Project
· Include a drawing (or description) which identifies all the facilities to be considered within
the lA. Included within the description should be all jointly or solely owned facilities that
are to be operated or paid for by a party to the lA.
· Description oflong term ownership of the facility.
· Identification of the party responsible for operation and/or maintenance of the facility.
· Identification of the party responsible for payment for the design and construction of the
facility.
4. Project Costs, Financing, Capacity Rights
· Description of all project costs and the allocation to each party.
· Definition of capacity rights for all facilities.
· Definition of cost sharing for long-term maintenance for each facility.
· Definition of method of reimbursement for moneys expended (if required).
· Description of any applicable latecomer fees or hook-up charges.
· Description of requirements for record keeping and monitoring of costs.
5. Project Design and Construction Management
· Definition of overall project management responsibilities.
· Definition of design and construction management responsibilities for individual facilities.
· Description of basic periodic meeting schedule for review of project progress.
December 19, 2000
1
JOA Exhibit A - 2000
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6. Conditions of Service
· Limitations to source sharing or delivery of water (if any).
· Design criteria for the project facilities.
· Minimum and maximum flow rates and pressures.
· Items specifically excluded li"om the project.
7. Term of Duration of the Agreement
· Discussion of the length of time the agreement is in effect as well as the method to terminate
the agreement and succeeding agencies' obligations.
8. Amendments
· Method by which the agreement could be amended.
9. Hold Hannless, Liability Language, etc.
December 19, 2000
2
JOA Exhibit A - 2000
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South King County
Regional Water Association
Joint Operating Agreement
exhibit B
Computation of Charges
Initial Computation based on 8 shares.
$ 16,652
8
$ 2,081
Initial "charge" for a share.
Cost to develop JOA (from Covington and WD 111).
Cost to the three participants of 1A2.
Covington and Auburn, three sharE $ 6,244
WD 111, two shares = $ 4,163
Final Computation based on 12 shares.
$ 16,652
12
$ 1,388
Ultimate use charge
Algona and Black Diamond, one share = $ 1,388
WD 111, two shares = $ 2,775
Auburn, Kent, Covington WD, Lakehven
UD, Or Soos Creek W&SD, three shares = $ 4,163
Relmbersement for Development and initial use (to Covington, WD 111,and Auburn)
$ 16,652 Cost for development.
Covington WD 111 Aubum
$ 8,326 $ 8,326 $
$ 6,244 $ 4,163 $ 6,244
$ 2,081 $ 4,163 $ (6,244)
$ 2,081 $ 4,163 $
$ 6,244 $ 4,163 $ 6,244
$ 4,163 $ 2,775 $ 4,163
$ 2,081 $ 1,388 $ 2,081
$ 463 $ 463 $ 463
$ 1,619 $ 925 $ 1,619
.lOA E>chibiI B Fees - 2000
development cost
use charge 1A2
recovery charge IA2 (Auburn)
ultimate use charge
remaining reimb,
recovery charge IA3 (Algona)
remaining reimb.
DecenÐer 19.2000
Approved January 21,2003
REVISED DYLA WS
of
REGIONAL WATER ASSOCIATION OF SOUTH KING COUNTY
L MEMBERSHIP
A. Reeular Memben. Governmental Bodies providing water service in South King County are
entitled to regular membership in this Corporation, upon approval by the Board of Directors and
payment of any then required fees and/or dues.
The term "member" as used in these Bylaws shall mean "regular member" unless otherwise
designated.
D. Affiliate Memben. Any governmental body, Association of Water Purveyors, water
purveyor, individual or business, may become an Affiliate Member upon approval by the Board of
Directors and payment of any then required fees and/or dues,
Affiliate Members have no proprietary or other interest in the Corporation; are not entitled to
vote: are not entitled to attend meetings as a matter of right: and have no right to participate in
any distributions, in dissolution or otherwise, by the Corporation.
Affiliate Members may, with the approval of the Board of Directors, attend any regular meeting
ánd participate in all discussions at any regular meeting.
C. Assienment. Neither regular nor affiliate membership in this Corporation is assignable by the
member.
ll. DIRECTORS
A. Number. The Articles of Incorporation provide for not less than three nor more than twenty-
five Directors. At the present, there shall be as many Directors as there shall be regular members,
plus the Alternate Directors provided for herein below. The number of Directors and Alternate
Directors may be changed by the membership at any regular meeting or at a special meeting called
for that purpose.
D. Oualifications. Directors and Alternate Directors must be elected officials or the designee of
members of the Corporation. Each regular member shall be entitled to select one Director and
two Alternate Directors provided herein below.
C. Selection and Term. Directors and Alternate Directors shall normally be selected by the
Regular Member prior to the Annual Meeting and serve for a term of one year, or until such time
BYLAWS
1
Approved Januæy 21,2003
thereafter as their successors shall be selected by the Regular Member. Notice of selection shall
be in a written form satisfactory to the Board of Directors.
D. Alternate Directors. In the absence of a Director at a meeting of the Board of Directors, or
in the event that a Director is unavailable or unable to act on any matter between meetings, an
Alternate Director representing the same member may attend the meeting and vote and! or act
outside a meeting. Members may designate the order in which their Alternate Directors may act.
In the absence of such designations it shall be as agreed by that member's Alternate Directors.
E. Vacancies. The Regular Member in accordance with the Selection requirements of these
Bylaws shall fill any vacancies occurring among its Directors and Alternate Directors.
F. Board of Directors. The Director :ITom each Regular Member, or in the absence of the
Director, the Alternate Director shall constitute the Board of Directors of the Corporation.
No one need look beyond the fact that a vote or act was performed by either a Director or an
Alternate Director. All such votes and actions shall be binding on the Corporation and may be
relied upon as the act of the Board of Directors and the Corporation by all persons dealing with
the Corporation.
G. ComDensation. Directors shall not receive any compensation for acting as such but may be
reimbursed for expenses incurred in the business of the Corporation, provided the expenses were
approved in advance by the Board of Directors or Executive Committee.
ill. AFFILIATE DELEGATES
A. Affiliate Delegates. Each Affiliate Member shall be entitled to an Affiliate Delegate and an
Alternate Affiliate Delegate.
A. Qualifications. Affiliate Delegates and Alternate Affiliate Delegates may be elected officials of
or a designee of the Affiliate Member.
C. Selection and Term. Affiliate Delegates and Alternate Affiliate Delegates shall be selected by
the Affiliate Member and serve until such time thereafter as their successors shall be selected by
the Affiliate Member. Notice of selection shall be in a written form satisfactory to the Board of
Directors.
D. Vacancies. The Affiliate Member in accordance with the selection requirements of these
Bylaws shall fill any vacancies occurring among its Affiliate Delegates and Alternate Affiliate
Delegates.
BYLAWS
2
Approved January 21,2003
F. Compensation. Affiliate Delegates and Alternate Affiliate Delegates shall not receive any
compensation from the Corporation.
IV. OFFICERS AND COMMITTEES
A. Number. The Officers of the Corporation shall be a President, Vice- President, Secretary and
a Treasurer. In addition to the foregoing, the Board of Directors may elect such assistant or other
Officers as the Board, from time to time, deems appropriate.
B. Term. Officers shall be elected by the Board of Directors at the Annual Meeting of the Board
of Directors, and shall serve for a term of one year, commencing on their election, or until such
time as their successors are elected.
C. Vacancies. The Board of Directors may fill a vacancy in any office for the un-expired portion
of the term.
D. Oualifications. No person may serve as an Officer of the Corporation unless he/she is also a
Director or Alternate Director.
E. President. The President shall be the managing Executive Officer of the Corporation and shall
be subject to the ultimate authority of the Board of Directors and/or any Executive or other
committees appointed by it, have general charge of the business of the Corporation.
The President shall, together with the Secretary, execute all documents and instruments which are
required in the ordinary course of the Corporation's business or which are required by law to be
executed by the Corporation.
F. Vice-President. In the absence of the President, or hislher inability or refusal to act, the Vice-
President shall perform the duties of the President, and, when so acting, shall have all the powers
of and be subject to all of the restrictions upon the President.
G. Secretary. The Secretary shall, in person or through any Assistant Secretary or authorized
employee: (a) Keep the minutes ofall meetings; (b) give all notices which must be given under
these Bylaws or by statute: ( c) be custodian of the corporate records and seal; and (d) in general,
perform all of the duties incident to the office of Secretary and such other duties as, from time to
time, may be assigned to him/her by the President or by the Board of Directors.
H. Treasurer. The Treasurer shall, in person or through any Assistant Treasurer or authorized
employee: (a) Have charge and custody of all funds and securities of the Corporation; (b) deposit
all corporate moneys in the name of the Corporation in such Banks as shall be selected by the
Board Of Directors: and (c) in general, perform all of the duties incident to the office of Treasurer
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and such other duties as, fj-om time to time, may be assigned to himlher by the President or by the
Board of Directors.
I. Assistant Secreta" and Assistant Treasurer. Any Assistant Secretary or Assistant Treasurer,
when elected, may act in the absence, death, inability or refusal to act, of the Secretary or
Treasurer, respectively. In addition, any Assistant Secretary or Treasurer shall perform such
duties as shall be assigned to him/her, fj-om time to time, by the Board of Directors or the
Secretary or Treasurer.
J. Executive Committee. The President, Vice-President, Secretary and Treasurer shall
constitute the Executive Committee of the Corporation and shall be allowed to act on behalf of
the Board of Directors whenever action is required and it is not practicable for the Board of
Directors to call a meeting and act. Any action of the Executive Committee shall require the
votes of three of the Executive Committee members. Actions taken by the Executive Committee
shall be brought to the next Regular Meeting of the Board of Directors for ratification.
K. Audit Committee. The President shall annually appoint an Audit Committee. The Audit
Committee shall review the financial condition and financial transactions of the Corporation at the
end of each calendar year. The Audit Committee shall include the Treasurer, as chair, and at least
two additional Delegates or Alternate Delegates fj-om different Members. The Audit Committee
shall report its findings to a Regular Meeting of the Board of Directors.
K. Evaluation Committee. The President shall annually appoint an Evaluation Committee. The
Evaluation Committee shall complete a performance review and evaluation of any employees of
the Corporation. Employee reviews and evaluations shall normally be completed by December 1,
and shall generally cover the previous 12 months. The President shall serve as chair of the
Evaluation Committee and the committee shall include at least two additional Delegates or
Alternate Delegates fj-om different Members. The Evaluation Committee shall report its findings
to a Regular Meeting of the Board of Directors.
L. Other Committees. The President, with the approval of the Board of Directors, may establish
other committees as may be appropriate to conduct the business of the Corporation. The
President shall appoint the members of and the chair for any committee established under this
paragraph. Committees shall consist of at least three Delegates or Alternate Delegates fj-om
different Members. Affiliate Members may serve on committees established under this paragraph,
with full participation in discussion and other committee work, however Affiliate Members shall
have no vote in the committee. Committees established under this paragraph shall terminate in 12
months fj-om the time of formation, unless reestablished by the Board of Directors. Committees
formed under this paragraph shall report to the Board of Directors at a Regular Meeting of the
Board of Directors.
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v. MEETINGS
A. Ree:ular Meetine:s. The Board of Directors shall generally meet monthly at a regularly
scheduled time and place as necessary to conduct the business of the Corporation. The Board of
Directors may change the time and place of Regular Meetings or cancel a Regular Meeting as
necessary to meet the needs of the Directors and the Corporation. The Directors shall be notified
in writing of the time and place of regular meetings. Upon each Director being so notified, no
further notice of regular meetings need be given unless the time and place thereof is changed.
B. Annual Meetine:. The Annual Meeting of the Board of Directors shall be the January Regular
Meeting of the Board of Directors.
c. Joint Ooeratine: Ae:reement Annual Meetine:. The Regular Members who are signatory
members of the Joint Operating Agreement shall normally hold a Joint Operating Agreement
Annual Meeting in September. The Board of Directors shall set the time and place for the Joint
Operating Agreement Annual Meeting and the President shall preside. All business of the Joint
Operating Agreement Annual Meeting shall be conducted with the same procedures and manner
as other meetings of the Corporation, except as required by the terms of the Joint Operating
Agreement. The Directors of signatory members of the Board of Directors shall be notified in
writing of the time and place of the Joint Operating Agreement. Upon each Director being so
notified, no further notice of regular meetings need be given unless the time and place thereof is
changed.
D. Soecial Meetine:s. Special meetings of the Board of Directors may be called at any time by or
at the request of the President or any three Directors. The President or Directors calling the
special meeting shall give notice of the purpose thereof to the Corporation. The Secretary shall
then fix the date, place and time of the meeting and give notice thereof, and of its purpose to all of
the Directors at least five days in advance of the meeting.
E. Quorum. A majority of the Regular Members of the Corporation, present in person or by
proxy shall constitute a quorum for the transaction of business at any meeting of the Board of
Directors.
The vote of a majority of the Regular Members present, in person or by proxy, shall be necessary
for the adoption of any matters unless a greater percentage is required by state law.
F. Infonnal Action. Any action which must or might be taken at a meeting of the Board of
Directors, or any committee thereof, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the Directors or committee members as
the case may be.
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VI. VOTING
A. General. Each Regular Member shall be entitled to one vote on each matter submitted to a
vote at a meeting of the Corporation. .
B. Proxies. Regular Members may vote in person or by proxy, A proxy, to be valid, must be in
writing; signed by the member; and submitted to the Corporation prior to voting. No proxy shall
be valid after thirteen months ftom the date of its execution, unless otherwise provided in the
proxy
C. Mail Voting. At the discretion of the Board of Directors, voting may be conducted by mail.
In such case, a written ballot shall be sent to each Regular Member at least twenty days in
advance of the date for canvass of the votes. The written ballot shall contain and describe the
issues or persons to be voted upon and shall provide space for the Regular Member to vote for or
against the issue or for the candidates of his or her choice.
Vll. CORPORATION FUNDS
A. Deoosits. All funds of the Corporation, other than a reasonable amount for petty cash, shall be
deposited, in the name of the Corporation, in such banks or other depositories as the Board of
Directors shall select.
B. Checks. All disbursements by the Corporation, other than small amounts ftom petty cash, shall
be by check, drawn direct to the ultimate payees and signed by at least two Directors of the
Corporation.
vm. EMPLOYEES
A. Emolovees. The Board of Directors may employ or appoint such organizations and persons,
as it deems appropriate, and shall establish or approve salaries and/or other charges for such
services. Employees shall not be elected or appointed officials, or employees of any regular
member entity, and shall serve at the will of the Board of Directors. The Regional Water
Association of South King County is an at will employer.
B. Annual Review. Annually, the Board of Directors, with the assistance of the Evaluation
Committee, shall review the perfonnance and compensation of any employees of the Corporation.
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Approved January 21, 2003
~.MEMBERAGREEMENTS
A. Member Agreements. From time to time, the Board of Directors may offer member
agreements to members for consideration and or participation. Approval or participation in any
agreement so offered shall not be a condition of membership in the Corporation.
B. Joint Operating Agreement. The South King County Regional Water Association Joint
Operating Agreement is a Member Agreement as defined in these Bylaws. As such, participation
in the Joint Operating Agreement is not a condition of membership in the Corporation.
x. AMENDMENTS
The Board of Directors, may adopt new Bylaws, or may alter, amend or repeal these Bylaws, at a
Regular Meeting, or at a Sp~cial Meeting, provided such meeting is held with proper notice as
required by these Bylaws or through the mail voting 'procedures of the Corporation.
XII. DUES AND CHARGES
Membership fees, dues and/or other charges; the time for payment thereof; and procedures in the
event of delinquency; shall be as established, ITom time to time, by the Board of Directors.
xn. CONTRACTS, LOANS AND CHECKS
A. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific instances.
A. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of the Board of
Directors, or the Executive Committee, if such authority is delegated it by the Board of Directors.
Such authority when granted may be general or confined to specific instances.
C. Loans to Directors and Officers. The Corporation shall make no loans to its Directors or
Officers. Any director who votes for or assents to the making of a loan to a Director or Officer of
the Corporation, and any Officer or Officers participating in the making of such loan, shall be
jointly and severally liable to the Corporation for the amount of such loan until repayment thereof
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Approved January 21,2003 17,2002
Xill. SEAL
The Board of Directors shall provide for a corporate seal, which shall have inscribed thereon the
name of the Corporation and the words. "State of Washington', and "Corporate Seal". Until
changed by the Board of Directors, the Corporations seal shall be that affixed to this page.
ADOPTED this Z I day of ~~ ' 2~
'3,,_SJ~
DIRECTOR
~~L~~
DIRECTOR
~ ~ DIRECTOR
o ~~
DIRECTOR
DIRECTOR
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