Summary Att A - Charter of King County Regional Homelessness Authority
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CHARTER
OF
KING COUNTY REGIONAL HOMELESSNESS AUTHORITY

 Summary Att A - Charter of King County Regional Homelessness Authority
V1

TABLE OF CONTENTS
Page
ARTICLE I

DEFINITIONS ........................................................................................... 1

ARTICLE II

AUTHORITY FOR KING COUNTY REGIONAL
HOMELESSNESS AUTHORITY ............................................................. 3
Section 1. Authority ................................................................................. 3
Section 2. Limitation on Liability ............................................................ 3
Section 3. Mandatory Disclaimer............................................................. 3

ARTICLE III

DURATION OF AUTHORITY ................................................................. 4

ARTICLE IV

PURPOSE AND SCOPE OF AUTHORITY ............................................. 4

ARTICLE V

POWERS OF AUTHORITY ..................................................................... 5

ARTICLE VI

LIMITS ON AUTHORITY POWERS ...................................................... 7

ARTICLE VII

ORGANIZATION OF AUTHORITY ....................................................... 8
Section 1.
Section 2.
Section 3.
Section 4.

Steering Committee................................................................. 8
Governing Board of Directors............................................... 10
Right to Indemnification ....................................................... 16
Conduct; Code of Ethics ....................................................... 17

ARTICLE VIII OFFICERS OF AUTHORITY; STAFFING ............................................ 18
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.

Tenure of Officers ................................................................. 18
Duties of Officers .................................................................. 19
Incapacity of Officers............................................................ 19
Advisory Committee; Committees........................................ 19
Executive Director ................................................................ 19
Office of the Ombuds ............................................................ 20

ARTICLE IX

COMMENCEMENT OF AUTHORITY ................................................. 20

ARTICLE X

BYLAWS ................................................................................................. 20

ARTICLE XI

MEETINGS OF THE AUTHORITY ....................................................... 20
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.

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Time and Place of Meetings.................................................. 20
Notice of Regular Meetings .................................................. 21
Notice of Special Meetings ................................................... 21
Waiver of Notice ................................................................... 21
Notice of Meetings ................................................................ 22
Open Public Meetings ........................................................... 22
Telephonic Participation ....................................................... 22

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Section 8. Parliamentary Authority ........................................................ 22
Section 9. Minutes.................................................................................. 22
ARTICLE XII

CONSTITUENCY ................................................................................... 23

ARTICLE XIII AMENDMENTS TO CHARTER ............................................................ 23
ARTICLE XIV MISCELLANEOUS ................................................................................. 23
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.

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Geographic Limitation .......................................................... 23
Safeguarding of Funds .......................................................... 24
Public Records ...................................................................... 24
Reports and Information; Audits........................................... 24
Dissolution ............................................................................ 24
Nondiscrimination ................................................................. 26
Labor Disputes ...................................................................... 26
Nonexclusive Charter ............................................................ 26

 CHARTER
OF
KING COUNTY REGIONAL HOMELESSNESS AUTHORITY

ARTICLE I
DEFINITIONS
As used herein the following terms shall have the following meanings. Terms not otherwise
defined herein shall have the meaning set forth in the hereinafter defined Interlocal Agreement.
“Additional Party” means any municipal corporation, governmental agency or public entity
located within King County, other than Seattle and the County, that has executed the Interlocal
Agreement or an amendment to the Interlocal Agreement, or has otherwise accepted and assumed
the terms of the Interlocal Agreement from time to time.
“Advisory Committee” means the committee created by the Governing Board to serve in
an advisory capacity to the Governing Board as set forth herein.
“Authority” means the King County Regional Homelessness Authority chartered by the
County pursuant to the Enabling Ordinance and this Charter.
“Bylaws” mean the Bylaws of the Authority, as they may be amended from time to time.
“Charter” means this Charter of King County Regional Homelessness Authority, as it may
be amended from time to time.
“County” means King County, a municipal corporation organized under the laws and
statutes of the State.
“County Council” means the legislative authority of the County.
“County Executive” means the King County Executive.
“Customers” means individuals and families experiencing homelessness or who are at
imminent risk of experiencing homelessness.
“Enabling Ordinance” means County Ordinance No. _____ adopted by the County Council
on _______________, 2019, as it may be amended from time to time.
“Executive Director” means the Executive Director or similar office filled by appointment
of the Governing Board as provided herein.
“Five-Year Plan” means the five-year implementation plan developed by the Authority,
approved by the Governing Board, and confirmed by the Steering Committee in accordance with

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the Interlocal Agreement and this Charter. The Five-Year Plan shall incorporate requirements of
the Service Agreements from funders and align with the Regional Action Plan, if any, to guide the
Authority’s operations.
“Governing Board” means the Board of Directors of the Authority, as the same shall be
duly and regularly constituted from time to time under the terms of this Charter.
“Governing Board Members” or “Members of the Governing Board” shall mean members
of the Governing Board.
“Homeless Services” means shelter, day centers, hygiene facilities, housing, and related
services to assist Customers.
“Interlocal Agreement” means the Interlocal Agreement for the Joint Establishment of the
King County Regional Homelessness Authority, as it may be amended from time to time.
“Lived Experience” means current or past experience of housing instability or
homelessness, including individuals who have accessed or sought homeless services while fleeing
domestic violence and other unsafe situations.
“Party” or “Party to the Interlocal Agreement” means the County, Seattle, and any
Additional Party.
“RCW” means the Revised Code of Washington.
“Regional Action Plan” or “RAP” means the plan created to identify regional resource
needs and guide decision making goals.
“SCA” means the Sound Cities Association.
“Seattle” means the City of Seattle, a municipal corporation organized under the laws and
statutes of the State.
“Seattle City Council” means the legislative authority of the Seattle.
“Seattle Mayor” means the Mayor of Seattle.
“State” means the State of Washington.
“Steering Committee” means the oversight committee established pursuant to this Charter.
“Steering Committee Members” or “Members of the Steering Committee” shall mean
members of the Steering Committee.

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“Sub-Regional Planning” means efforts to analyze and articulate local needs, priorities and
solutions to address homelessness across the different areas of the County, inclusive of Seattle and
north, east, south, and rural King County.

ARTICLE II
AUTHORITY FOR KING COUNTY REGIONAL HOMELESSNESS AUTHORITY
Section 1.

Authority.

The name of the public corporation organized pursuant to this Charter shall be the “King County
Regional Homelessness Authority” (hereinafter referred to as the “Authority”). The corporate
seal of the Authority shall be a circle with the name of the Authority and the word “SEAL”
inscribed therein.
The Authority is a public corporation organized pursuant to Ordinance No. _____ of King
County, Washington (the “County”) adopted on ____________________, as existing or as
hereinafter amended (the “Enabling Ordinance”), and pursuant to the Revised Code of
Washington (“RCW”) 35.21.730 through 35.21.755, as the same now exist or may hereafter be
amended, or any successor act or acts.
The Authority is chartered by the County in collaboration with the City of Seattle (“Seattle”) to
accomplish the purposes set forth herein and in the Enabling Ordinance pursuant to the terms of
the Interlocal Agreement for the Joint Establishment of the King County Regional Homelessness
Authority effective as of __________, 2019 between the County and Seattle, as it may be
amended and restated from time to time (the “Interlocal Agreement”).
Section 2.

Limitation on Liability.

All debts, obligations and liabilities incurred by the Authority shall be satisfied exclusively from
the assets and properties of the Authority and no creditor or other person shall have any right of
action against the County, Seattle or any other public or private entity or agency on account of
any debts, obligations, or liabilities of the Authority unless explicitly agreed to in writing by such
entity or agency.
Section 3.

Mandatory Disclaimer.

The following disclaimer shall be posted in a prominent place where the public may readily see
it in the Authority’s principal and other offices. It shall also be printed or stamped on all contracts
and other documents that may entail any debt or liability by the Authority. Failure to display,
print or stamp the statement required by this section shall not be taken as creating any liability
for any entity other than the Authority.
The King County Regional Homelessness Authority (the “Authority”) is organized
pursuant to Ordinance No. __________ of King County, Washington adopted on

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_________________, as existing or as hereinafter amended, and RCW 35.21.730
through 35.21.755. All liabilities incurred by the Authority shall be satisfied
exclusively from the assets and properties of the Authority and no creditor or other
person shall have any right of action against King County, the City of Seattle, or
any other public or private entity or agency on account of any debts, obligations, or
liabilities of the Authority unless explicitly agreed to in writing by such entity or
agency.
RCW 35.21.750 provides as follows: “[A]ll liabilities incurred by such public
corporation, commission, or authority shall be satisfied exclusively from the assets
and properties of such public corporation, commission, or authority and no creditor
or other person shall have any right of action against the city, town, or county
creating such corporation, commission, or authority on account of any debts,
obligations or liabilities of such public corporation, commission, or authority.”
ARTICLE III
DURATION OF AUTHORITY
The duration of this corporation shall be perpetual.
ARTICLE IV
PURPOSE AND SCOPE OF AUTHORITY
The purpose of the Authority is to provide a regional, independent legal entity under
RCW 35.21.730-.755 and the Enabling Ordinance for the purposes of:
1.
Providing consolidated, aligned services for individuals and families who are
experiencing homelessness or who are at imminent risk of experiencing homelessness in the
jurisdictional boundaries of King County, as the same may be revised or expanded from time to
time consistent with the Five-Year Plan and principles set forth in the Interlocal Agreement;
2.
Receiving revenues from the County, Seattle and other public and private sources
for the purposes of the Authority, and applying such revenues as permitted by the Interlocal
Agreement; and
3.
Providing such other services as determined to be necessary to implement the
Interlocal Agreement.

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ARTICLE V
POWERS OF AUTHORITY
Except as otherwise limited by Washington State law, the Authority shall have all powers
necessary or convenient to effect the purposes for which the Authority is organized and to perform
authorized Authority functions, including without limitation the power to:
1.

Own, lease, acquire, dispose of, exchange and sell real and personal property;

2.
Contract for any Authority purpose with individuals, associations and
corporations, municipal corporations, the County, Seattle, any city other than Seattle, any
Additional Party, any agency of the State or its political subdivisions, and the State, any
Indian Tribe, and the United States or any agency or department thereof;
3.

Provide for, carry out, and implement the provisions of the Interlocal Agreement;

4.

Sue and be sued in its name;

5.
Lend its funds, property, credit or services, borrow money, or act as a surety or
guarantor for corporate purposes;
6.

Do anything a natural person may do;

7.
Perform and undertake all manner and type of community services and activities
in furtherance of the carrying out of the purposes or objectives of any program or project
heretofore or hereafter funded in whole or in part with funds received from the United
States, state, county, or other political entity, or any agency or department thereof, or any
other program or project, whether or not funded with such funds, which the Authority is
authorized to undertake by Federal or Washington State law, County or Seattle ordinance,
County or Seattle resolution, by agreement with the County, Seattle, or as may otherwise
be authorized by the County or Seattle;
8.
Transfer any funds, real or personal property, property interests, or services, with
or without consideration;
9.
Receive and administer governmental or private property, funds, goods, or
services for any lawful public purpose;
10.
Purchase, acquire, lease, exchange, mortgage, encumber, improve, use, manage,
or otherwise transfer or grant security interests in real or personal property or any interests
therein; grant or acquire options on real and personal property; and contract regarding the
income or receipts from real property;
11.
Secure financial assistance, including funds from the United States, a state, or any
political subdivision or agency of either for corporate projects and activities;

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12.
Contract for, lease, and accept transfers, gifts or loans of funds or property from
the United States, a state, and any political subdivision or agency of either, including
property acquired by any such governmental unit through the exercise of its power of
eminent domain, and from corporations, associations, individuals or any other source, and
to comply with the terms and conditions therefor;
13.
Manage, on behalf of the United States, a state, and any political subdivision or
agency of either, any property acquired by such entity through gift, purchase,
construction, lease, assignment, default, or exercise of the power of eminent domain;
14.
Initiate, carry out, and complete such improvements of benefit to the public
consistent with this Charter as the United States, a state, and any political subdivision or
agency of either may request;
15.
Recommend to the United States, a state, and any political subdivision or agency
of any of them, such tax, financing, and security measures as the Authority may deem
appropriate to maximize the public interest in the County;
16.
Provide advisory, consultative, training, educational, and community services or
advice to individuals, associations, corporations, or governmental agencies, with or
without charge;
17.

Control the use and disposition of corporate property, assets, and credit;

18.

Invest and reinvest its funds;

19.
Fix and collect charges for services rendered or to be rendered, and establish the
consideration for property transferred;
20.
Maintain books and records as appropriate for the conduct of its affairs and make
such books and records available as required by law and the Interlocal Agreement;
21.
Conduct corporate affairs, carry on its operations, and use its property as allowed
by law and consistent with the Enabling Ordinance, this Charter and the Authority’s
Bylaws; designate agents, and engage employees, prescribing their duties, qualifications,
and compensation; and secure the services of consultants for professional services,
technical assistance, or advice;
22.
Exercise any power granted to the Authority under the Enabling Ordinance, or any
other applicable ordinance, and the Interlocal Agreement, except as expressly limited by
the terms of this Charter; and
23.

Exercise and enjoy such additional powers as may be authorized by law.

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ARTICLE VI
LIMITS ON AUTHORITY POWERS
The Authority in all activities and transactions shall be limited in the following respects:
1.

The Authority shall have no power of eminent domain.

2.
The Authority may not incur or create any liability that permits recourse by any
contracting party or member of the public against any assets, services, resources, or credit
of the County or Seattle, unless otherwise explicitly agreed to in writing by such entity.
3.
No funds, assets, or property of the Authority shall be used for any partisan
political activity or to further the election or defeat of any candidate for public office; nor
shall any funds or a substantial part of the activities of the Authority be used for publicity
or educational purposes designed to support or defeat legislation pending before the
Congress of the United States, or any state legislature or any governing body of any
political entity; provided, however, that funds may be used for representatives of the
Authority to communicate with governmental entities concerning funding and other
matters directly affecting the Authority, so long as such activities do not constitute a
substantial part of the Authority's activities and unless such activities are specifically
limited in its Charter.
4.
All funds, assets, or credit of the Authority shall be applied toward or expended
upon services, projects, and activities authorized by this Charter. No part of the net
earnings of the Authority shall inure to the benefit of, or be distributable as such to,
Governing Board Members, Steering Committee Board Members, officers or other
private persons, except that the Authority is authorized and empowered to:
a.
Provide a per diem to Governing Board Members and Steering Committee
Members who have experienced homelessness, and reimburse them and
employees and others performing services for the Authority for reasonable
expenses actually incurred in performing their duties, and compensate employees
and others performing services for the Authority a reasonable amount for services
rendered;
b.
Assist Governing Board Members, Steering Committee Members or
employees as members of a general class of persons to be assisted by a corporateapproved project or activity to the same extent as other members of the class as
long as no special privileges or treatment accrues to such Governing Board
Members, Steering Committee Members or employees by reason of his or her
status or position in the Authority;

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c.
To the extent permitted by law, defend and indemnify any current or
former Governing Board Members, Steering Committee Members or employees
as provided herein;
d.
Purchase insurance to protect and hold personally harmless any current or
former Governing Board Members, Steering Committee Members or employee
and their successors from any action, claim, or proceeding instituted against the
foregoing individuals arising out of the performance, in good faith, of duties for,
or employment with, the Authority and to hold these individuals harmless from
any expenses connected with the defense, settlement, or monetary judgments from
such actions, claims, or proceedings. The purchase of such insurance and its
policy limits shall be discretionary with the Governing Board Members, and such
insurance shall not be considered to be compensation to the insured individuals.
The powers conferred by this subsection shall not be exclusive of any other powers
conferred by law to purchase liability insurance; and
e.
Sell assets for a consideration greater than their reasonable market value
or acquisition costs, charge more for services than the expense of providing them,
or otherwise secure an increment in a transaction, or carry out any other transaction
or activity, as long as such gain is not the object or purpose of the Authority’s
transactions or activities and is applied to or expended upon services, projects, and
activities as aforesaid.
5.
The Authority shall not issue shares of stock, pay dividends, make private
distribution of assets, make loans to its Governing Board Members, Steering Committee
Members or employees or otherwise engage in business for private gain.
6.

The Authority shall have no power to issue negotiable bonds or notes.
ARTICLE VII
ORGANIZATION OF AUTHORITY

Section 1.
Steering Committee. A Steering Committee shall be formed for the purposes of
performing only the duties outlined within this Section.
a.
Steering Committee Composition. The Steering Committee shall be
composed of the following members:

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(i)

the County Executive;

(ii)

one member of the County Council;

(iii)

the Seattle Mayor;

(iv)

one member of the Seattle City Council;

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(v)
one member shall be an elected official from a city other than
Seattle that is a party to the Interlocal Agreement or, if no such city is a Party, who
is an officer of the Board of Directors of the SCA;
(vi)
one member shall be an elected official from a city other than
Seattle that is a party to the Interlocal Agreement; provided, that at least twenty
cities other than Seattle have signed the Interlocal Agreement; and
(vii) two members representing stakeholders who have experienced
homelessness, which members shall be appointed by a continuum of care-created
committee, group, or task force made up primarily of persons who have
experienced homelessness.
b.

Duties. The sole duties of the Steering Committee shall consist of:
(i)

(ii)
Charter;

Confirm Governing Board Members as provided in this Charter;
Remove Governing Board Members for cause as provided in this

(iii)
Confirm without amendment the Five-Year Plan(s) presented by
the Governing Board;
(iv)

Receive an annual performance report from the Governing Board;

and
(v)
Confirm without amendment the annual budget presented by the
Governing Board that is consistent with the Five-Year Plan.
If the Steering Committee does not make the confirmations described above, it shall
communicate the reasons for such decision to the Governing Board.
c.
Organization. Members of the Steering Committee shall elect co-chairs
from among its Members, each of which shall serve a two-year term.
d.
Quorum. At all meetings of the Steering Committee, a quorum of the
Steering Committee must be in attendance in order to do business on any issue. A quorum
shall be defined as a majority of the Steering Committee Members in number, excluding
any Steering Committee Member who has given notice of withdrawal or has been
terminated as a member by vote of the Steering Committee.
e.
Voting. All action of the Steering Committee shall require an affirmative
vote of a simple majority of the Steering Committee Members voting on the issue.

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Each individual Steering Committee Member shall be a voting member and shall have
one vote. A Steering Committee Member may not split his or her vote on an issue. No
voting by proxies or mail-in ballot is allowed.
f.
Term. The terms of the Seattle Mayor and the County Executive shall be
co-terminus with their respective offices. The County Council and Seattle City Council
shall determine which of its respective members shall serve on the Steering Committee
and such members shall serve until replaced or until no longer a member of their
respective Council. The Steering Committee Member(s) that are city elected officials from
outside Seattle are appointed by the participating jurisdiction or the SCA, as applicable,
and shall serve until replaced or until no longer eligible for appointment. The Steering
Committee Members representing stakeholders who have experienced homelessness shall
serve until replaced by their appointing authority.
Section 2.
Governing Board of Directors. The management of all Authority affairs shall
reside in a Board of Directors (also referred to as the “Governing Board”). The Governing Board
of the Authority shall be composed of eleven Members and, commencing five years after
establishment of the Authority, shall be a self-perpetuating board. Until such time, Governing
Board Members shall be appointed as set forth in Section 2(c) below.
a.
Board Member Characteristics. Governing Board Members shall be
appointed so that the Governing Board as a whole satisfies the representational standards
set forth in this subsection 2.a. When making appointments from time to time after the
formation of the initial Governing Board, the then-current Governing Board Members
shall assess the composition of the then-current Governing Board with regard to
representative experience and backgrounds and the overall needs of the Authority.
The Governing Board shall be comprised of individuals who have connections to or
experience with a broad range of stakeholders and communities, including but not limited
to: the local business community; neighborhood and community associations;
faith/religious groups; and the philanthropic community. A majority of the members of
the Governing Board shall be persons whose combination of identity, personal experience,
or professional expertise enables them to credibly represent the perspectives of, and be
accountable to, marginalized demographic populations that are statistically
disproportionately represented among people experiencing homelessness in King County.
The Governing Board members shall strive to reflect a diversity of geographies in King
County.
The Governing Board shall not include elected officials or employees of Seattle, the
County, the Authority, or any Additional Party, nor employees, officials, agents or
representatives of current contract holders or any entity that is likely to directly benefit
from the actions of the Authority (except as set forth in Article VI, Section 4(b)).
b.
Board Member Expertise and Skills. All Governing Board Members
shall possess substantial and demonstrable expertise, experience and/or skill in one or
more of the areas specified in this subsection 2.b. Individual members shall be appointed

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so that each skill and expertise specified in this section is represented on the fully seated
Governing Board.
(i)
implementation of policies and practices that promote racial-ethnic
equity within an organization of similar size or responsibility to the Authority;
(ii)
Authority;

fiscal oversight of entities with budgets of similar size to the

(iii)
direction or oversight of business operations and/or strategy of a
large public or private entity or organization;
(iv)

affordable housing finance and/or development;

(v)

physical and/or behavioral healthcare;

(vi)

labor unions and workforce;

(vii) Federal continuum of care program governance and operations and
the ability to represent the perspectives of continuum of care membership;
(viii) provision of services for persons experiencing homelessness or
related social services with an emphasis on serving populations that are
disproportionately represented amongst those experiencing homelessness;
(ix)
academic research on topics related to homelessness and/or databased performance evaluation;
(x)

criminal justice; and

(xi)
other characteristics determined to be necessary by the Governing
Board to carry out the purposes of the Authority.
c.

Appointment Process.

(i)
Appointments for the First Five Years. For the first five years
of Authority existence, the Governing Board shall be comprised of eleven
Members appointed as follows:
(1)
Two Members of the Governing Board shall be appointed
by the Seattle Mayor, one to serve a four-year term and one to serve a fiveyear term;
(2)
Two Members of the Governing Board shall be appointed
by the Seattle City Council, one to serve a three-year term and one to serve
a four-year term;

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(3)
Two Members of the Governing Board shall be appointed
by the County Executive, one to serve a three-year term and one to serve a
four-year term;
(4)
Two Members of the Governing Board shall be appointed
by the County Council, one to serve a three-year term and one to serve a
five-year term; and
(5)
Three Members of the Governing Board shall be appointed
by the two Members of the Steering Committee representing persons with
Lived Experience of homelessness after soliciting and reviewing
applications submitted or sponsored by persons with lived experience or
organizations primarily composed of persons with lived experience of
homelessness, one to serve a three-year term, one to serve a four-year term,
and one to serve a five-year term.
Upon expiration of an initial three-year and four-year term position, the initial appointing
entity or party shall appoint a subsequent member to serve in the expired position for a
four-year term.
Members of the Steering Committee will bring multiple names of potential nominees and
will confer about potential appointments to achieve the best cross-section of applicable
skill sets and experiences of individuals as described above to ensure excellent governance
of the Authority.
Appointments for Governing Board Members shall be transmitted to the Steering
Committee for confirmation. In all cases, if an appointed Governing Board Member is
not confirmed by the Steering Committee, an additional Board Member shall be appointed
in the same manner by the same entity or party making the initial appointment.
(ii)
Subsequent Appointments. Beginning with the fifth year after
the creation of the Authority, the Governing Board shall commence transitioning
to become a self-perpetuating board and shall be comprised of eleven Members
appointed (upon expiration of the terms of existing Members) to four year terms
as follows:
(1)
Eight Members of the Governing Board shall be appointed
by the then-current Governing Board; and
(2)
Three Members of the Governing Board shall be appointed
by the then-current Governing Board based on recommendations from a
continuum of care-created committee, group, or task force made up
primarily of persons who have experienced homelessness.

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Appointments to the Governing Board shall be transmitted to the Steering Committee for
confirmation. In all cases, if an appointed Governing Board Member is not confirmed by
the Steering Committee, an additional Board Member shall be appointed in the same
manner as the initial appointment.
d.
Tenure of Governing Board Members. Governing Board Members shall
continue in office until a successor is appointed and confirmed as provided herein.
Successors shall serve four-year terms (or such shorter period, if appointed after the
expiration of a term, so as to ensure the continuation of staggered Governing Board terms).
Governing Board Members may serve no more than two successive complete terms.
e.
Consecutive Absences. Any Governing Board Member who is absent for
three consecutive regular meetings without excuse may, by resolution duly adopted by a
majority vote of the then Governing Board Members and such action is concurred with
by a majority of the Steering Committee, be deemed to have forfeited his or her position
as Governing Board Member.
f.
Removal of Governing Board Members. If it is determined by at least a
majority of the Governing Board that a Governing Board Member should be removed
with or without cause while serving in his or her capacity as a Governing Board Member
and such action is concurred in by a majority of the Steering Committee, the Steering
Committee may by resolution remove such Governing Board Member.
Removal of Governing Board Members pursuant to this Section shall be effective
immediately unless otherwise provided in the resolution. Any successor shall be selected
in the same manner as the appointment for the removed Governing Board Member and
any successor shall hold office for the unexpired term.
g.
Vacancy on Governing Board. A vacancy or vacancies on the Governing
Board shall be deemed to exist in case of the death, disability, resignation, removal, or
forfeiture of membership as provided herein. Vacancies during and at the expiration of
the term of a Governing Board Member shall be filled for the unexpired term as soon as
possible in the same manner as the appointment for the Board Member position vacated.
h.
Duties of Governing Board. The Governing Board shall be responsible
for the management of the Authority and shall provide strategic vision, community
accountability and robust oversight for the Authority.
In addition to the powers and duties granted in other provisions of this Charter, the
Governing Board shall:
(i)

Meet regularly as set forth in Article XIV, Section 4 of this Charter.

(ii)
Adopt a Five-Year Plan and transmit such Five-Year Plan to the
Steering Committee for confirmation without amendment.

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(iii)
Appoint Members to the Governing Board subject to confirmation
by the Steering Committee.
(iv)
Adopt an annual performance report and transmit such report to the
Steering Committee annually.
(v)
Adopt a projected operating budget (which may be an annual
budget, a biennial budget or other form as authorized by State law) that is
consistent with the Five-Year Plan and present such budget to the Steering
Committee for confirmation without amendment.
(vi)
Adopt an annual work plan which includes a summary of projects
and activities to be undertaken during the budget period.
(vii) Implement the Five-Year Plan through setting policies and funding
criteria, hiring staff to support the implementation of the Sub-Regional Planning
component of the Five-Year Plan, contracting for services, making funding awards
and doing all things necessary to oversee and carry out the implementation of
programs and plans.
(viii)
Agreement.

Cause the Authority to carry out the duties in the Interlocal

i.
Actions Requiring Approval by Resolution. A general or particular
authorization and concurrence of the Governing Board by resolution shall be necessary
for any of the following transactions:
(i)
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, or
the execution of a lease for a current term less than one (1) year;
(ii)
To the extent permitted by State law, donation of money, property
or other assets belonging to the Authority;
(iii)

An action by Authority as a surety or guarantor;

(iv)
All capital expenditures in excess of $50,000, and all other
transactions in which:
(1)
The consideration exchanged or received by the Authority
exceeds $50,000,
(2)
The performance by the Authority shall extend over a period
of one (1) year from the date of execution of an agreement therefor, or

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(3)
The Authority assumes duties to the County, Seattle, State,
United States or any other governmental entity;
(v)

Adoption of the operating budget;

(vi)

Proposed amendments to this Charter or the Bylaws;

(vii) Such other transactions, duties, and responsibilities as this Charter
shall repose in the Governing Board or require Governing Board participation by
resolution;
(viii)

Annual endorsement of a set of principles and priorities; and

(ix)

Adoption of a Five-Year Plan.

j.
Quorum of Governing Board. At all meetings of the Governing Board, a
quorum of the Governing Board must be in attendance in order to do business on any
issue. A quorum shall be defined as a majority of the Board Members in number,
excluding any Board Member who has given notice of withdrawal or has been terminated
as a member by vote of the Governing Board.
k.
Voting Requirements. Each individual Governing Board Member shall be
a voting member and shall have one vote. Any resolution shall require an affirmative vote
of a majority of the Governing Board Members voting on the issue; provided, that such
majority equals not less than one-third (1/3) of the Governing Board’s total voting
membership.
A Board Member may not split his or her vote on an issue. No voting by proxies or mailin ballot is allowed. Voting by a designated alternate pursuant to the terms of the Bylaws
or policies of the Authority is not considered a vote by proxy.
Proposed amendments to this Charter and the adoption and amendment of Bylaws shall
require an affirmative vote of two-thirds (2/3) of the then-current members of the
Governing Board.
l.
Equity Decision Making. The Authority shall advance equity and social
justice in its processes, policies, and outcomes by proactively seeking to eliminate racialethnic disproportionalities in the population experiencing homelessness and to eliminate
disparities in outcomes for people experiencing homelessness by addressing structural
racism, ableism, homophobia, transphobia, misogyny and other sources of inequities. The
Authority shall establish and operate under an equity-based decision-making framework
to inform its policy, business process, and funding decisions. This equity-based decisionmaking framework shall provide for inclusion of Customers of the service system in
decisions that will affect them; specify a framework for examining policy, business
process, and funding decisions with an explicit equity and racial justice analysis; and shall
establish processes to measure, evaluate, and respond to the impact of its decision-making

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on its goals of advancing equity. This framework shall be informed by people with Lived
Experience and be approved by the Governing Board of the Authority.
Section 3.

Right to Indemnification.

Each person who was, or is threatened to be made a party to or is otherwise involved (including,
without limitation, as a witness) in any actual or threatened action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a
Steering Committee Member, Governing Board Member or employee of the Authority, whether
the basis of such proceeding is alleged action in an official capacity as a director, trustee, officer,
employee, or agent, or in any other capacity, shall be indemnified and held harmless by the
Authority to the full extent permitted by applicable law as then in effect, against all expense,
liability and loss (including attorneys’ fees, judgments, fines and amounts to be paid in settlement)
actually and reasonably incurred or suffered by such person in connection therewith, and such
indemnification shall continue as to a person who has ceased to be in such position and shall inure
to the benefit of his or her heirs, executors and administrators; provided, however, that except as
provided in this section, with respect to proceedings seeking to enforce rights to indemnification,
the Authority shall indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Governing Board; provided, further, the right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by the Authority the
expenses incurred in defending any such proceeding in advance of its final disposition; provided,
however, that the payment of such expenses in advance of the final disposition of a proceedings
shall be made only upon delivery to the Authority of an undertaking, by or on behalf of such
person, to repay all amounts so advanced if it shall ultimately be determined that such person is
not entitled to be indemnified under this Section or otherwise.
Provided, further, that the foregoing indemnity may not apply, at the discretion of the Authority,
to any person from or on account of:
a.
Acts or omissions of such person finally adjudged to be reckless
misconduct, intentional misconduct or a knowing violation of law; or
b.
Any transaction with respect to which it was finally adjudged that such
person personally received a benefit in money, property, or services to which such person
was not legally entitled.
If a claim under this Section is not paid in full by the Authority within sixty (60) days after a
written claim has been received by the Authority, except in the case of a claim for expenses
incurred in defending a proceeding in advance of its final disposition, in which case the applicable
period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the
Authority to recover the unpaid amount of the claim and, to the extent successful in whole or in
part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. The
claimant shall be presumed to be entitled to indemnification under this Section upon submission
of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition, where the required undertaking has been

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tendered to the Authority), and thereafter the Authority shall have the burden of proof to
overcome the presumption that the claimant is so entitled. Neither the failure of the Authority
(including the Governing Board or independent legal counsel) to have made a determination prior
to the commencement of such action that indemnification of or reimbursement or advancement
of expenses to the claimant is proper nor a determination by the Authority (including its
Governing Board Members, Steering Committee Members or independent legal counsel) that the
claimant is not entitled to indemnification or to the reimbursement or advancement of expenses
shall be a defense to the action or create a presumption that the claimant is not so entitled.
The right of indemnification and the payment of expenses incurred in defending a proceeding in
advance of its final disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of this Charter,
Bylaws, any agreement, or otherwise.
The Authority 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 Authority and its Governing
Board Members, Steering Committee Members, staff and employees.
Section 4.

Conduct; Code of Ethics.

Steering Committee Members, Governing Board Members and employees of the Authority shall
conduct themselves in accordance with all applicable laws, including but not limited to, chapter
42.23 RCW (the “Code of Ethics for Municipal Officers”), chapter 42.30 RCW (the “Open Public
Meetings Act”), and the provisions of the Enabling Ordinance, the Interlocal Agreement, this
Charter, and policies of the Authority.
All letters, memoranda and electronic communications or information (including email) that
relate to conduct of the Authority or the performance of any Authority function may be public
records subject to disclosure under chapter 42.56 RCW (the “Washington Public Records Act”).
In the event that the Authority or any Steering Committee or Governing Board Member receives
a request for such records, the Steering Committee or Governing Board Member or other request
recipient shall immediately provide the request to the public records officer of the Authority, and
assist the public records officer in responding to the request.
Steering Committee and Governing Board Members shall respect the confidentiality
requirements regarding personnel, real estate transactions, proprietary matters, and attorneyclient privileged communications, including those requirements listed herein and any other
confidential information that is gained through the Member’s position. The Authority, rather than
any individual Member, is the holder of these privileges and protections and only the Authority
may elect to waive any such privileges or protections.
Any Steering Committee Member, Governing Board Member or employee who has an actual or
potential interest, or whose immediate family member (spouse, partner, child, sibling, or parent)
has an interest, in any matter before the Governing Board that would tend to prejudice his or her
actions shall so publicly indicate according to the policies and procedures of the Authority. In

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such case any such Member shall recuse and refrain from voting upon and any manner of
participation with respect to the matter in question so as to avoid any actual or potential conflict
of interest. This requirement shall be in addition to all requirements under the Code of Ethics for
Municipal Officers.
Steering Committee and Governing Board Members and employees of the Authority shall each
submit an annual disclosure statement that requires the disclosure of any ownership or property
or employment/affiliation with any party contracting with the Authority or providing services
with the Authority. Any Steering Committee and Governing Board Member with such ownership
interest, employment or affiliation shall recuse him or herself from participating in discussions,
deliberations, preliminary negotiations, and votes if such property or employment/affiliation is
directly benefiting from such action.
Notwithstanding anything herein or in the Enabling Ordinance or Interlocal Agreement to the
contrary, the prohibition on conflicts of interest shall not apply to or otherwise prohibit a Steering
Committee or Governing Board Member from serving on the respective Board or voting on matters
if such Member receives generally the same interest or benefits as are being made available or
provided to a group or class of low-income, homeless or formerly homeless persons intended to
be the beneficiaries of the services provided by or through the Authority. To ensure a diversity of
representation on the Governing Board, nothing herein shall prevent a Governing Board member
for whom Governing Board service may be a financial hardship from receiving a stipend for
Governing Board service consistent with the stipend policies of similarly situated public and
nonprofit boards.
ARTICLE VIII
OFFICERS OF AUTHORITY; STAFFING
Section 1.

Tenure of Officers.

The Governing Board Members shall elect from among themselves the following Authority
officers: Chairperson and Vice Chairperson. The Governing Board Members may also elect a
Treasurer and Secretary which may be Governing Board Members or employees or contracted
staff of the Authority. In all cases the Chairperson and the Treasurer may not be the same person,
and the Chairperson and the Vice Chairperson may not be the same person. The term of any
officer shall expire at such time as such officer’s membership on the Governing Board ceases or
terminates, or at such sooner time as the term of office expires and the office has been filled by
appointment or reappointment. The Authority may, under Article X of this Charter, adopt Bylaws
providing for additional officers, and, to the extent not inconsistent with this Charter, may adopt
Bylaws governing the offices and tenure of officers; the number of positions, powers and duties,
and term of each office; the manner of appointment, selection, or election of office holders and
the appointing, selecting, or electing authority; performance of duties of the office upon illness,
death, incapacity, or absence of the officer; the filling of vacancies; and any qualification for the
office and conditions upon exercising its powers. Nothing prevents the Governing Board from
appointing Co-Chairpersons, or combining the offices of Chairperson and Vice Chairperson into
co-chairs.

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Section 2.

Duties of Officers.

Subject to the control of the Governing Board, the Chairperson shall have general supervision,
direction and control of the business and affairs of the Authority. On matters decided by the
Authority, the signature of the Chairperson alone is sufficient to bind the corporation. The ViceChairperson shall perform the duties of the Chairperson without further authorization in the event
the Chairperson is unable to perform the duties of the office due to absence, illness, death, or
other incapacity, and shall discharge such other duties as pertain to the office as prescribed by the
Governing Board. To the extent not provided herein, the officers of the Authority shall have the
duties as set forth in the Bylaws.
Section 3.

Incapacity of Officers.

If the Treasurer or the Chairperson is incapacitated, another officer as provided for in the Bylaws
shall be authorized to perform such duties without further authorization. The Treasurer is not
authorized to perform the duties of the Chairperson, nor is the Chairperson authorized to perform
the duties of the Treasurer.
Section 4.

Advisory Committee; Committees.

The Governing Board shall empower a Continuum of Care Board created pursuant to 24 CFR Part
578 or it successor regulation to act as an Advisory Committee or establish an Advisory Committee
to serve in an advisory capacity to the Governing Board and to provide a broad array of
perspectives, which members of the Advisory Committee shall be appointed by the Governing
Board. The Advisory Committee shall be comprised of individuals with experience related to
preventing and ending homelessness, including but not limited to: persons currently experiencing
homelessness, populations disproportionately impacted by homelessness, homelessness services
providers, business, healthcare, labor and/or workforce, homeless housing and services,
behavioral health services, criminal justice system, child welfare and data evaluation.
The Governing Board may create additional committees and appoint individuals to such
committees as set forth in the Bylaws or policies approved by the Governing Board.
Section 5.

Executive Director.

The Governing Board may appoint, designate, employ, and remove an Executive Director of the
Authority. The Executive Director shall be responsible for hiring other personnel as determined
to be needed to carry out the Authority duties. The Executive Director shall be responsible to the
Governing Board for the administration of the affairs of the Authority as may be authorized from
time to time by resolution of the Governing Board. The Executive Director may be authorized
or delegated by the Authority to: (i) supervise and be responsible for the effective management
of the administrative affairs of the Authority; (ii) sign documents and contracts on behalf of the
Authority; and (iii) perform such other duties as delegated or assigned by the Governing Board.

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Section 6.

Office of the Ombuds.

The Governing Board shall create an office of the Ombuds (“Office of the Ombuds”) to promote
Customer, employee and public confidence in the Authority’s ability to effectively, efficiently
and equitably serve people experiencing homelessness. The Office of the Ombuds shall gather
Customer feedback to improve the Authority’s operations and outcomes; ensure ease of contact
for Customers and provide appropriate resources to resolve their concerns; implement strategies
to collect, investigate, and respond to complaints and concerns about the delivery of services,
policies, program administration, or other activities overseen or funded by the Authority; receive
complaints from employees and contractors; develop methods to respond to complaints or
concerns in an equitable, impartial, and efficient manner; and be authorized to investigate
complaints and issue findings, collect and analyze aggregate complaints data, and partner with
Authority leadership, the Governing Board, employees and Customers to design and recommend
improvements in services, funding or oversight. The Office of the Ombuds shall report to the
Governing Board on trends in Customer and employee feedback and activities undertaken in
response to that feedback no less than twice per year.

ARTICLE IX
COMMENCEMENT OF AUTHORITY
The Authority shall come into existence and be authorized to take action at such time as this
Charter is approved by the County Council, the initial Governing Board is appointed and
confirmed as provided herein, and the first organizational meeting of the initial Governing Board
is held.
ARTICLE X
BYLAWS
The Authority may adopt Bylaws from time to time to provide rules for governing the Authority
and its activities that are not inconsistent with this Charter.
ARTICLE XI
MEETINGS OF THE AUTHORITY
Section 1.

Time and Place of Meetings.

a.
Meetings of the Steering Committee. Regular meetings of the Steering
Committee shall be held at least two times per year at a regular time and place to be
determined by the Steering Committee by resolution. No later than the last regular
meeting of the calendar year, the Steering Committee shall adopt a resolution specifying
the date, time and place of regular meetings for the upcoming calendar year. A copy of
the resolution shall be distributed in the same manner as notice of special meetings is

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provided below. At any regular meeting of the Steering Committee, any business may be
transacted and the Steering Committee may exercise all of its powers. Special meetings
of the Steering Committee may be held from time to time as authorized by law.
b.
Meetings of the Governing Board. Regular meetings of the Governing
Board shall be held at least six times per year at a regular time and place to be determined
by the Governing Board by resolution. No later than the last regular meeting of the
calendar year, the Governing Board shall adopt a resolution specifying the date, time and
place of regular meetings for the upcoming calendar year. A copy of the resolution shall
be distributed in the same manner as notice of special meetings is provided pursuant to
Section 3 below. At any regular meeting of the Governing Board, any business may be
transacted and the Governing Board may exercise all of its powers. Special meetings of
the Governing Board may be held from time to time as authorized by law.
Section 2.

Notice of Regular Meetings.

No notice of regular meetings shall be required, except for the first regular meeting after any
change in the time or place of such meeting adopted by resolution of the Governing Board or the
Steering Committee, as applicable, as provided above. If the regular meeting schedule is to be
changed by resolution, a copy of the resolution shall be distributed in the same manner as notice
of special meetings is provided pursuant to Section 3 below.
Section 3.

Notice of Special Meetings.

Notice of all special meetings of the Steering Committee and/or the Governing Board shall be
given by the Chairperson of the respective Board or by the person or persons calling the special
meeting in accordance with RCW 42.30.080 by delivering personally, by electronic mail or by
mail written notice at least 24 hours prior to the time of the meeting to each applicable Member,
to each local newspaper of general circulation and to each radio or television station that has
requested notice and to any other individual specifically requesting it in writing. The call and
notice of all special meetings shall specify the time and place of all special meetings and the
business to be transacted.
Section 4.

Waiver of Notice.

Notice as provided herein may be dispensed with as to any Steering Committee Member or
Governing Board Member, as applicable, who at or prior to the time the meeting convenes files
with the Authority a written waiver of notice or who is actually present at the meeting at the time
it convenes. Such notice may also be dispensed with as to special meetings called to deal with
an emergency involving injury or damage to persons or property or the likelihood of such injury
or damage, where time requirements of such notice would make notice impractical and increase
the likelihood of such injury or damage.

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Section 5.

Notice of Meetings.

Notice of all meetings of the Governing Board and the Steering Committee shall be provided as
required under chapter 42.30 RCW. Agendas of all meetings shall be posted or provided to the
extent required by RCW 42.30.077. Notice of all meetings and proposed agendas of all meetings
of the Governing Board and the Steering Committee shall also be given to the Seattle City Clerk
of Seattle and any Additional Party and to the County Clerk of the County. In addition, the
Authority shall provide reasonable notice of meetings to any individual specifically requesting it
in writing.
Section 6.

Open Public Meetings.

All Governing Board and the Steering Committee meetings, including committee meetings, shall
be open to the public if and to the extent required by chapter 42.30 RCW. The Governing Board
and the Steering Committee and committees may hold executive sessions to consider matters
enumerated in chapter 42.30 RCW or matters as authorized by law.
Section 7.

Telephonic Participation

Governing Board and the Steering Committee Members may participate in a regular or special
meeting of the applicable Board through the use of any means of communication by which all
attending Members and members of the public participating in such meeting can hear each other
during the meeting. Any Member participating in a meeting by such means is deemed to be
present in person at the meeting for all purposes including, but not limited to, establishing a
quorum.
Section 8.

Parliamentary Authority.

The rules in the current edition of Robert’s Rules of Order Newly Revised, 11th Edition, shall
govern the Authority in all cases to which they are applicable, where they are not inconsistent
with this Charter or with the special rules of order of the Authority set forth in the Bylaws.
Section 9.

Minutes.

Copies of the minutes of all regular or special meetings of the Governing Board and the Steering
Committee shall be available to any person or organization that requests them. The minutes of
all Governing Board and the Steering Committee meetings shall include a record of individual
votes on all matters requiring Governing Board and the Steering Committee approval.

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ARTICLE XII
CONSTITUENCY
There shall be no constituency of the Authority.
ARTICLE XIII
AMENDMENTS TO CHARTER
This Charter may be amended by the County Council to comply with changes in State law with
prior notice to the Seattle City Council and any other executive and legislative branch of
Additional Parties to the Interlocal Agreement or to make this Charter consistent with the
provisions of the Enabling Ordinance as it may be amended from time to time. Such amendments
shall be provided to the Governing Board at least thirty (30) days prior to the effective date of the
proposed amendment. Amendments to make this Charter consistent with the provisions of the
Enabling Ordinance will not require approval by the Governing Board, County Council, Seattle
City Council or any other executive and legislative branch of Additional Parties to the Interlocal
Agreement. Notice of any proposed amendment shall include the text of the amendment
presented in a format with strikes over material to be deleted and underlining under new material
and shall be accompanied by a statement of its purpose and effect.
This Charter may also be amended by resolution of the Governing Board and upon the affirming
vote of the County Council and Seattle City Council, with the concurrence of any Additional
Parties no later than 60 days after the later of the Seattle City Council or County Council affirming
vote; provided, that if an Additional Party has not acted within 60 days of such date, such
Additional Party shall be deemed to have concurred.
Resolutions of the Governing Board approving proposed amendments to this Charter require an
affirmative vote of Board Members as provided in Article VII, Section 2(k) of this Charter.
All amendments shall be issued in duplicate originals, each signed by the County Executive, at
which time such amendment of this Charter shall be effective. One original shall be filed by the
County Clerk as a public record. A duplicate original shall be delivered to the Authority.

ARTICLE XIV
MISCELLANEOUS
Section 1.

Geographic Limitation.

The Authority may conduct activities outside of the County, subject, however, to the applicable
limitations set forth in RCW 35.21.740. Pursuant to the Interlocal Agreement, the County, Seattle
and each Additional Party expressly authorized the Authority to conduct activities in each of their
respective jurisdictional boundaries.

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Section 2.

Safeguarding of Funds.

The Authority funds shall be deposited in a qualified public depository as required by law. The
Governing Board may by resolution designate the County as the fiscal agent and/or interim
Treasurer of the Authority with the authority to hold and invest funds on the Authority’s behalf
and make payments for approved expenditures.
Section 3.

Public Records.

The Authority shall maintain all of its records in a manner consistent with the Preservation and
Destruction of Public Records Act, chapter 40.14 RCW. The public shall have access to records
and information of the Authority to the extent as may be required by applicable laws. All costs
associated with complying with the Public Records Act, chapter 42.56 RCW, shall be borne by
the Authority.
Section 4.

Reports and Information; Audits.

Within nine months after the end of the Authority’s fiscal year, the Authority shall file an annual
report with the Finance Directors of the County, Seattle, and any Additional Party containing an
audited statement of assets and liabilities, income and expenditures and changes in the Authority’s
financial position during the previous year (or unaudited information if an audit is not yet
available, to be promptly followed by audited information); a summary of significant
accomplishments; a list of depositories used; a projected operating budget (which may be an
annual budget, a biennial budget or other form as authorized by State law); a summary of projects
and activities to be undertaken during the budget period; and a list of members and officers of the
Governing Board.
The Authority shall be subject to annual audit by the State Auditor, and by Seattle and the County
at the option of each. The Authority shall, at any time during normal business hours make
available to the County Executive, the County Council, the Seattle Mayor, the Seattle City
Council, the mayor and council of any Additional Party, and the State Auditor for examination
all of the Authority’s financial records.
Section 5.

Dissolution.

Dissolution proceedings may be initiated by the County Council on its own motion, by request of
the Seattle City Council or the council of an Additional Party or, if the Governing Board makes
an affirmative finding that dissolution is necessary or appropriate, the Governing Board may
adopt a resolution requesting the County to dissolve the Authority.
In all cases, dissolution of the Authority requires an affirmative finding of the County Council
and Seattle City Council that dissolution is warranted, with the concurrence of any Additional
Parties. The County Council and the Seattle City Council shall make such affirmative finding in
a resolution at or after the County Council and the Seattle City Council each holds a public
hearing, held with notice to the Authority and affording the Authority a reasonable opportunity

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to be heard and present evidence. Notice of such public hearing shall be given to the Authority
at least thirty (30) days prior to the hearing.
Notwithstanding foregoing or anything to the contrary in this Charter, written notice of any
intended dissolution of the Authority, the reasons thereof, and the succession plan shall be
provided to the Executive Director of the Authority and the Governing Board at least six months
prior to the effective date of any such dissolution. Dissolution shall not take effect until proper
provision has been made for disposition of all the Authority assets and liabilities.
Upon adoption of above-referenced resolutions for dissolution of the Authority, the Governing
Board of the Authority shall, by resolution, approve a dissolution statement setting forth:
(i)

The name and principal office of the Authority;

(ii)
A list of the debts, obligations and liabilities of the Authority, and the
property and assets available to satisfy the same; the provisions to be made for satisfaction
of outstanding liabilities and performance of contracts; and the estimated time for
completion of its dissolution;
(iii)

A list of any pending litigation or contingent liabilities;

(iv)
A request for the rights, property and assets of the Authority to be
transferred to its successor agency, or if there is no successor agency, to the County, Seattle
and any Additional Party contributing funds, rights, property and/or assets to the Authority,
in the manner and as determined by agreement of such parties; and
(v)

A list of persons to be notified upon completion of the dissolution.

The dissolution statement shall be filed with the County Executive, the Seattle Mayor and the
mayor of any Additional Party. The County Executive, the Seattle Mayor and the mayor of any
Additional Party shall appoint a person or party to review the dissolution statement and oversee
the dissolution to protect the public interest and prevent impairment of obligation, or if so
authorized by law, authorize or initiate proceedings in the Superior Court for the appointment and
supervision of a receiver for such purposes.
Upon satisfactory completion of dissolution proceedings, the County shall indicate such
dissolution by inscription of “charter cancelled” on this Charter, and file such cancelled Charter
with the County Council with a duplicate original to the Authority. At such point the existence of
the Authority shall cease. The County shall give notice of such dissolution pursuant to Washington
State law and to other persons requested by the Authority in its dissolution statement.
The County, trustee or court may provide for the transfer of any of the Authority rights, assets or
property to a qualified entity or entities to fulfill the purposes for which the Authority was
chartered.

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Section 6.

Nondiscrimination.

The Authority, its employees, agents and subcontractors, if any, shall at all times comply with any
and all federal, state or local laws, ordinances, rules or regulations with respect to nondiscrimination and equal employment opportunity, which may at any time be applicable to Seattle
by law, contract or otherwise, including but not limited to all such requirements which may apply
in connection with employment or the provision of services to the public.
Specifically, except as allowed by law, the following matters or activities shall not be directly or
indirectly based upon or limited by age, sex, marital status, sexual orientation, race, creed, color,
national origin, religion, pregnancy, gender, gender identify or expression, genetic information,
domestic violence victimization, veteran or military status, or the presence of any sensory, mental,
or physical disability or the use of a trained service animal by a person with a disability:
1.
2.
3.
Section 7.

Membership on the Governing Board
Employment, including solicitation or advertisements for employees.
Provisions of services to and contracts with the public.
Labor Disputes.

Because labor disputes can lead to work stoppages or adversely impact the ability of the Authority
to achieve desired outcomes, Seattle and the County have agreed and acknowledged in the
Interlocal Agreement that they have an interest in ensuring that the Authority’s operations and
progress are not interrupted or interfered with by work stoppages or other labor disputes.
Accordingly, Seattle and the County have agreed, which is hereby confirmed in this Charter, that
the Authority and entities that contract with the Authority are required to adhere to labor laws,
commit to promoting labor harmony, and take reasonable measures to avoid any work stoppages
or labor disputes in their operations.
Section 8.

Nonexclusive Charter.

This Charter is nonexclusive and does not preclude the granting by Seattle or County of other
charters to establish additional public corporations pursuant to Seattle or County ordinance or
resolution.

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 Summary Att A - Charter of King County Regional Homelessness Authority
V1

This Charter is APPROVED this ___ day of _____________, _____.

_____
County Executive, King County
ATTEST:

[County Prosecuting Attorney]

AGREED TO AND ACCEPTED BY:

_____
Mayor, City of Seattle

ATTEST:

City Clerk

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