HomeMy WebLinkAboutA 8302010762 ; . . :\ _
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. LEASE AGREEMENT , : - ,� ;��:,F;,;�;} ��
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THIS AGREEMENT is entered into this o2 9?'� day of � , 19�
between RENTON (hereinafter referred to as the City), and the Renton Area Multi-Service Center
(hereinafter referred to as RAMSC). The subject of this agreement is a facility owned by RAMSC,
located in Renton, Washington, and described as set forth in paragraph 1 of this agreement.
� WHEREAS, the City is a political subdivision of the state of Washington, organized and
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p existing under the laws of the state of Washington; and,
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O WHEREAS, RAMSC is a non-profit corporation organized and existing under the laws of the
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� state of Washington; and,
WHEREAS, the City and RAMSC desire to convert the subject facility into a multi-service
center facility through acquisition, restoration and remodel of the existing structure; and,
Wh1EREAS, the City has received community development block grant funds during fiscal
year 1982 and expects to receive additional block grant funds during the 1983 fiscal year for the
purpose of carrying out eligible community development activities, including acquisition, and restoration
of historic properties in order to house local human service agencies; and,
WHEREAS, a leasehold interest in the subject property on behalf of the City is necessary to
establish the necessary public ownership in the facility to be acquired and renovated; and, - ,,�
WHEREAS, policy for administration of community development block grant funds requires a
leasehold term of fifteen (15) years for block grant projects involving substantial remodeling;
NOW, THEREFORE, in consideration of their mutual promises hereinafter contained, the
parties agree as follows:
1. Property Leased_and Term. RAMSC hereby leases to the City for a term of fifteen (15)
years beginning on November 29 1982, and ending on November 29 1997,
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the failowir�g described real property, including structures and other improvements located thereon,
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� situated in the County of King, State of Washington:
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Portion of Lots 18 and 19 in Block 9, Town of Renton, according to plat thereof recorded
in Volume 1, page 125, Records of King County, Washington; Lying Northerly of the
Cedar River Pipeline Right-of-way and lying Easterly of a line running from a point on
the Northerly line of said Pipeline 74.3 feet Northwesterly of the East line of said Lot 18
to a point on the North line of Lot 19 which is 61.70 feet West of its Northeast corner.
The above-described real property, including structures and other improvements located thereon, are
hereinafter referred to as "the premises."
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` 2. Purpose of .Lease. The purpose of this lease agreement is to establish a property
interest in the City sufficient to satisfy the HUD Block Grant Regulations, contained at 24 CFR §
570.201(c), which require that block grant projects involving eligible public works and facilities be
publicly owned; and to provide citizens of Renton and King County with a multi-service center facility
financed with federal block grant funds.
3. Co_nsideration of..City. The City agrees to make available to the RAMSC the sum of
$100,814 in 1982 federal biock grant funds for acquisition and up to $132,845 of 1983 federai block
grant funds for design and construction of eligible structural and exterior repairs.
� 4. Aca,�u�isition�Restoration and Remodel of Premises. RAMSC shal{ acquire, restore and
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� remodel the premises for the purpose of creating a community multi-service center facility;
p A. 1982 block grant funds identified in this Agreement will be solely used for
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v acquisition of the premises. RAMSC will provide all additional monies needed
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to purchase said premises. RAMSC will provide the City with a closing
statement of the transaction.
B. 1983 block grant funds identified in this Agreement wil{ be solely used for
design services associated with the exterior restoration, structural repairs,
and restoration of the exterior of the structure. Eligible repairs, bidding and
contract requirements and other associated project requirements will be
agreed upon by both parties under separate Agreement before release of the
monies.
C. RAMSC will be responsible for completing ali interior remodeling.
D. RAMSC will contract for fhe services of a licensed Architect per City approvai
to develop and complete plans and specifications for restoration and remodel
of the premises. I
5. Operation__and_Maintenance of the Facility. RAMSC shall operate the restored and
remodeled facility on the premises during the term of this Lease Agreement for the purpose and use of a
multi-service center. In the aiternative, if operation of the facility as a muiti-service center should
become infeasible, then the facility may, upon the mutual written agreement of the parties, be operated
as an alternative public service facility eligible for funding under the HUD Block Grant Regulations
contained at 24 CFR pt. 570. RAMSC shall be responsible for maintenance of the premises in such
condition as to promote use of the premises as a multi-service center. The City shall have no
obiigations regarding operation and maintenance of the premises.
Re airs and Alterations.
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A. RAMSC may at its expense make improvements on the premises as it may
, desire from time to time for the proper and efficient operation of the premises for the
uses and purposes contemplafed in this lease.
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� B. All exterior modifications will be reviewed and approved by the City and the
� King County Office of Historic Preservation.
C. Ati repairs, renovations, alterations, and additions shall conform to the
applicabfe building codes of the City.
D. The City shall have no obligation to make repairs and alterations to the
premises beyond the terms of this Agreement.
7. Annual__R_eport, RAMSC shall submit an annual report to the City of Renton, such
report being due on or before March 1 of 1984, and on each anniversary date thereafter. The report
should describe the financial situation of RAMSC, including a financial statement signed by the
�� appropriate officers of RAMSC. The report showld also inciude a listing of the agencies operating or
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p� using the facilities of the Center, and the units of service and types of service provided by each agency
� utilitizing the Center. The report should also include reports on the planned activities for the next year,
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� and any changes in the makeup or number of agencies utilizing the Center, whenever possible.
8. Acces�s. The City shall allow RAMSC or RAMSC's agents free access at a�l times to the
premises for the purpose of conducting activities permissible under this Lease Agreement and for the
purpose of inspection or making repairs, additions or alterations permissible under this Lease Agreement.
9. Taxes and_Assessments. RAMSC shall pay on a current basis all taxes or assessments
levied on its real property, personal property, or activities; provided, that nothing contained herein shall
modify the right of the RAMSC to contest any such tax or assessment, and the RAMSC shail not be
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deemed to be in default of this Lease Agreement so long as it is, in good faith, contesting the validity or ."
amount of such tax or assessment. RAMSC shall apply for all appropriate tax exemptions. The City shall
not in any case be held liable for any taxes or assessments.
� 10. Hold-Harmless. RAMSC agrees to protect and save the City and its elected and
appointed officials, agents and employees, while acting within the scope of their official duties as such,
harmless from and against all claims, demands and causes of action of any kind or character, including
the costs of defense thereof, arising in favor of RAMSC, its empioyees or third parties on account of but
not limited to personal injuries, death or damage to property arising out of the premises or in any way
resulting from and/or by the actions or omissions of the agents, employees or representatives of RAMSC.
If the City will be joined in any suit or action, the City shall have the right to tender such suit or action to
RAMSC, and RAMSC shal! defend the C:ty at the expense of RAMSC.
11. Insurance. RAMSC shall obtain and maintain continuousty public liability insurance
with limits of liability not less than:
$100,000 each person, personal injury
$300,000 each occurrence personal injury
$100,000 each occurrence property damage
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- The insurance shall inctude the City as an additionai insured and wili not be reduced or canceled without
thirty (30) days written prior notice to the City. RAMSC shall provide a certificate of insurance, or, upon
written request from the City, a duplicate of the policy as evidence of insurance protection provided.
12. Nondiscrimination. RAMSC shall comply with all applicable Federal, State and local
laws regarding nondiscrimination. RAMSC agrees that no person shall be denied, or subjected to
discrimination in receipt of, the use of the premises or the benefit of any services or activities made
possibie by this Lease Agreemenf on the grounds of race, color, creed, national origin, marital status,
age, sex or the presence of any sensory, mental or physical handicap. In all employment made possible
by this Lease Agreement, there shall be no discrimination on any of the aforementioned grounds, and
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�`(� this requirement shall include the selection of contractors and subcontractors to complete the remodeling
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� work specified in paragraph 4 of this Agreement. Volation .of this paragraph 12_ is a material and
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� substantial breach of this Lease Agreement and is ground for enforcement of any remedy available at
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� law under the Agreement.
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13. Assic�ns�_and Succes_sors. Alt agreements, conditions and undertakings herein
contained shal! extend to and be binding on the representatives, heirs, executors, administrators,
successors and assigns of respective parties thereto, as if they were in all cases named.
14. Costs and Attornevs' Fees. If either party shall commence suit to enforce any term
or condition or covenant herein, or in any other action for relief against the other, declaratory or
otherwise, arising out of this Lease Agreement, such suit shall be brought in King County and each party
shall bear the expense of its attorney's fees and costs of suit at both trial and appellate level.
15. Notice. Any notice or communication hereunder, except legal notices, shall be in
_ writing and may be given by registered or certified maif, the notice or communication shall be deemed to
have been given and received when deposited in the United States Mail, properly addressed with
postage prepaid. (f given otherwise, it shal[ be deemed to be given when delivered to and received by
the party to whom addressed. Such notices and communications shail be given to the parties hereto at
their following addresses:
If to the City:
City of Renton �
Housing and Community Development �
Parks & Recreation Department
200 Mill Avenue South
Renton, Washington 98055
If to RAMSC:
Renton Area Multi-Service Center
918 South 3rd Street
Renton, Washington 98055
16. Surrender of Premises. At the expiration of the term of this Lease Agreement, the
Cify agrees to quit and surrender said premises to RAMSC. Improvements made to the premises shall
become the property of RAMSC. �
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, , • ' ` 17. Termi�,n_�atio�. �
Ae This Lease Agreement shall be automatically terminated should causes beyond
- the controt of either party render fulfillment of the purposes of the Agreement
impossible, subject to paragraph 17(C) herein relating to nonperformance by RAMSC.
B. In the event of nonperformance or material and substantial breach by the City,
this Agreement may be terminated upon thirty (30) days written notice to the City by
RAMSC. At that time, RAMSC will substitute as lessee a public entity acceptable to
the City and enter into the necessary leasehold agreement with said agency.
C. In the event of nonperformance or material and substantial breach by RAMSC
for a period of sixty (60) days after written notice and demand by the City, the City
shall have the right at its option to either: �
�� � (1) Substitute another agency of_its choice to operate the facility in the
� name, place and stead of the RAMSC for the duration of the lease at the
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� expense of RAMSC;
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c.V (2) Demand that RAMSC secure the services of an agency acceptable to
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� the City to operate the facility for the duration of the lease at the expense of
RAMSC, in which case RAMSC shall comply with such demand; or
(3) Terminate the lease and place a lien against the premises for the
amount of the improvements made upon the premises with Block Grant funds,
less reasonable value for said use of the improvements to the date of
termination of the lease. Said lien shali be recorded with the King County
Divisions of Records and Elections and shall be payable upon the sale of said
premises and said lien shall bear no interest. In the event there is a dispute
between the Lessee and Lessor to the amount of the lien, each shall select
an arbitrator, and the decision of the arbitrators shall be binding upon ail
parties concerning the amount of the lien.
D. In the event that fhe project is determined infeasible by either the City or
RAMSC before completion of the restoration and remodeling work, RAMSC shail sell
� said premises, in a timely fashion, and reimburse the City for all block grant funds
expended on the project to that date plus a pro rata share of any appreciated value.
In the event the sale price of said premises does not meet the obligations stated
above, RAMSC shall give the City any other assets accrued up to the amount of
block grant funds expended. �
18. Publi�,�Use: To help insure the appropriate public use of the facility and to insure
that the facility houses agencies that primarily benefit low and moderate income
citizens, the Articles of Incorporation and By-Laws of the RAMSC shall become part �
of this Lease Agreement (attachments A and B). Any changes in these Articles of ,
Incorporation or By-Laws must be reported to the City of Renton within 45 days of
their adoption by the RAMSC Board of Directors.
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� IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the
day and year first herein above written.
CITY OF RENTON RENTON AREA MULTI-SERVICE CENTER
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Barbara Y. Shinpo , Mayor By
City of Renton
James Bauman
APPROVED AS TO FORM: NAME (Typed)
President
Cit Attorney ATTEST Title reasu r
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� 918 South 3rd Street
r^I ATTEST: _
C� Address �
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� Renton, WA 98055
Maxine E. Motor, Acting City Clerk
City, State, ZtP Code ,
(206) 226-5536
Phone Number �
DATED THIS ��A�Y OF �� _ _ �-� . 19�.
STATE OF WASHINGTON �/
COUNTY OF 7C�'`�'A' � ss.
On this 21st day of December, 1982, before me, the undersigned, a Notary Public
in and for the State of Washington, duly commissioned and sworn, personally appeared
Jim Bauman and Kenneth L. Blondin, to me know to be the President and Treasurer,
respectively of Renton Area Multi Service Center, Inc, the corporation that executed
the foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said corporation, for the uses and purposes therein
mentioned, and on oath stated that they are authorized to execute the said instrument
and that the seal affixed is the corporate seal of said corporation.
Wit�ess my hand and offcial seal hereto affixed the day and year first above
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�T�'I'E 0�, �IA���?��G�'��' D��'A�,"�1VIE�1T OF STATE
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i. RA��H MUNRO, Secret<�ry c�f St�ita: �.i il��� :.,t����� of W,�si��ni�;on and custodian ot its seal, he�eby
c,��rtify that •
' .ql�Ti(�LF� UI�' INCOI�I'O�lATION ,� �
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� �f RENTON AREA MULTI-SF.RVICE CENTER n:
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� a domestic cor oration of_.._`°____ Seattle, , �,,
v � p -- - --- -- —------------ Washinyton,
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was t�it� tor record in this oft�ce on this drjtc�, ancf i further certify that such Ariicles remain on file in this
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i�� w�tness whereof I t�ave signed and have af- ,
fixed tt��e seal �f the State of Washington to ,
( this certificate at Olympia, the State Capitol,
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October "�1 , 1981 ' •�
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� � SECRETAHY OF STATE
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� ' ��T� �.�.�.� ����.�.�-��.���� ��� :s{:C:tsEtARY 4F 5rn,*:
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KN�W ALL MEN E3Y TNESf� �'RES�NTS, that the undersigned hereby execut�
duplicate ariginals of these Artieles of Incorporation under the provisions t�f Chapter �
24.03 of the Revised Code of th� State of Washii�gton.
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The name of the corporation shall be Renton flrea (�l�+lti-5ervice Center. ,
I� � f�F2TiCLE II �
C � The carporation's existence st3a11 be pe;petual,
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, � �II;TICLE III ' . �
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The abjects and purp�ses for which this corparation is formed are as fallo�+s: �� ";'_;;:•`„�
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1. Ta pravide reduced cast office and pragrarn sp�ce far health�and 3-�umari service , �
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� agen�ies and orgar�izations s�rving primarily low incorz�e and disadvatitaged � -
, , ''"'i�;.5'� '
� people. ,. �.e;.A,,r
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2. To exercise att powers granted ta non-profit corp�rations under fihe lav✓s of` the , ,�������'�`t
State of Washington, irl arder to carry aut the ohjects and pc�rposes c�f the , � , �; :; .
corporation. The activities af the corporation may result in net eatnings to the
corporation itself, no clividends ur distributions shall be paid ar issued to the
benef:.t of its•directors, offir.ers Ur other private persons except that. reasc�nable ?'. ;''.���
camgensation rnay be �aid for se�vic.es rc�nc#ered. , . ..� :` .
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3. The corparation is orgae�ized exclusively for educational, scientific and �-`z':��_'
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charitable purpases, inciuciing, for suct� purposes, the mal<ing of�distributions to , ''`p��'� �
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organizatians that quaiif y as exerr�pt arganizations under Sec. 501 :(c} (3} of the , •;.Y; (
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Iniernal Revenue Code oi 1954 (t�r the �orcespoi�ding provisians c�f any ;`'.,;. II
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subsequeni Urrited Staies Iniern�l Revenue Law}, �,:'� I
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( AF2TtCLE IV � �
� There shall be na members of the carporation,
I ACtTICLE V .
�e The number of directors a# the c�rporation shali be f'sxed as pravided in the , �
Byl,aws, and may be changed from tirne to time by amending the .�yLaws, .as ,
therein provided, but the nur7�ber of directars shall not be less than five. ,
2. In fur-the�`ance of and not in Iimitation of the pawers conferred by� the laws o� • "-�.,
the State of iVashingtan, the Board af Directors is express2y authorized� �to. . `���
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make, alter, arid repeal the f3yL.aws of the corporation.
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3. Directors, as such, shall not receive any stated salary for their �,servi�,esr. , ,
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lud an d` o f m
e s h a ! r e c e i r e r r a
he 'in con ain d l ct
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PP.OV DEG ha nathi
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q serving the carporation in any other capacity and recezving c�ampensatioz� :
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� therefor. - • '
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�, �4. Any director, or �iny officer etect�d or appointed by the Board of Dicectars.t. , ' �. ';,°:�._
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i�iay be remaved �t any tiit�c ir� such tnanricr �s stiali be provideif foc in;�,th�; ".'�';;t't
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L3yLaws of the corporation. . , ;,' ``�
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AR.TICLE VI � , � �;;;,
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A th c r tion s
les e ora ha,t �not'�c
r visio� of it�cse rti� t 1rc ,`'�
Natwithsiandin an other o r . � � � �
$ Y P s P :. Y. .
;. . . .
on any other activities nQt permitted ta be carried an ' , � - �'�;�Y
+,_ .�.
(a) by a corporation exempt from Federal incame tax uncler Section 50'1(c)C3�� � ',
of the Internal Revenue Code of 1954 (or the corresponding provisions of; ;" � - ,
any subsequent United States Internal Revenue i.aw}, or � t: . .:,�
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(b) by a cc�rporation, cantributions to which are deductible under Sectiori..: ..
I70(c}(2) af the Internal �evenue Code of 1954 {os the cot'responding.,: . . '.':
pravisions a# ar�y subsec�uent United States Ir►ternal Revenue Law},,. : '; .
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� ' ARTICLE VII
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In' the event the carQar,ation is diss�lved or liquidated the net assets of tne
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corporation shall be shared equally by EZentan Area Youth Services� 918 S. 3rd,
Rentor�, Washington 98055, and Vafiey Communities Clin'sc, l0i Wilii�ams S., Renton,
washington 98oS5, both of which qualify as private nosi-profit corporatioti5. : - .
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1�f�1'iCLE VIII 7` ,�
The corpot�ation ceserves the ri�;l�t to amend, altcr, char�ge ar repc�;al `any provisions
� contained in these Articics of Incor�oratioi�, throubli actiu�i c�f its f3oard.�of Directors ,
I� or in the manner now, or hereafter pr�scribed by statute, and all the cights conferred
II upan the members herein are subject ta this r4serv�tion, �
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' � f'1RTICLE IX
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r�^� The rebistered office st�all be lacated at 121f�+�+ [3caccan Avenue South, Seattle, _
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' � Washington, 98IT8. .
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� The registered ager�t sh�ll be June Ler�r�ard. , " �
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��RTICLC X . :. �
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i 'The initial [3oard af Directors shall be: ,, . • I
' Jur�e Leonard 124�,4 C3eacon flvenue Sv�th, Seattle, �VA 9817$ . . . -
I 2 WA 0 .
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R' d Ge�s 200 Mill Avenue auth cnta 8 55.
ichar r sler .
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James Bauman I0802 S.E. 17th �treet, I3ellevue, W1� 98004. : . �
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Linda Martinez 1+12 Scenic Way, Kent, W� 9$033.
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i.il�s Allen 280 Marris S., 1Zcntori, 1'VA 38455 , , , `
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INC4[ZPURATORS ` . .."�`",;
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Ju�e Leonard 124�4 E3edcon Avenue So.:Zh, Seatile, Wr'� 9�178 . "
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State of Washin ton ) ��
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County of King + )
- �n this day personaify ap��ared bef4re n�e ��,, �c- � ����t�l��y �, knowri
to be the individua! described in arid who executed the within and it�regoing Articles �
of Incorporation, and acknowledged that he signed the same as his.voluntary act _and ;
deed, far the uses and purpases therein mentianed.
Date this��� day o� �'�:sct��c.�_.._ , I981. '";:
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'�� c't�-,�:L.;�--~r- '�.t" �� ,.(. �1���
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. N�tary t'ublic for Washin�;ton ` }. �
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PREAMBL,E
We, as Directors of the Renton Area Multi-5ervice Center, are working to provide
stable reduced cost office and program space for health and human service agencies
and organizations serving�.Iow income and disadvantaged people.
ARTICLE 1: DIRECTORS
� " Section 1. Number of Directors
There shatl not be less than �ive (5) nor more th;:�n fifteen (15) members of the
Board of Directors.
Section 2. Election of Directors
a. The Board of Directors shall be established as fotlows:
�
� 1. Each agency or organization leasing 1000 square feet or more at
Q the Renton Area Multi-Service Center shall select any two (2)
�{ � persons they choose for the Board of Directors except rthat only
� one (1) person from an agency may be a paid employee.
� 2. Each agency or organization leasing less than 1000 square feet
Q? shall select any one (1) �erson they choose for the Board of
Directors.
3. The Mayor of the City of Renton may select up to 3
at-large-members from the community.
b. New members shall be elected to the Board of Directors as follows:
1. Whenever a Board member's term of service ends, or they resign,
or are removed for cause by the affirmative vote of 2/3 of the
Board of Directors, or they die, their replacement shall be
sele�ted using the same method by which the Board member being
� replaced was selected.
Section 3. Terms of Office
Each person shall serve for a term of �hree (3) calendar years and until his or
her successor has been duly appointed, except that initially the terms of
one-third of the members, defined in SPction 2 of Articie I, shall he �imited to ,
one (1) year and an additional one-third of the members to two (2) years, to the
end that the terms of one-third of the members shali always expire together.
This division shall be made by lot dividing the original Board of Directors into
three (3) groups as equai in number as possible. Terms of office shall commence
on the first day of March.
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' � Se�tion 4. Termination of h9embership `
Any person may voluntarily resign from the Board of Directors by submitting
� written notice thereof to tt�e President or Secretary. Any such resignation shall
take effect at the time specified therein, or if the time is not specified, upon
receipt thereof, and unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make if effective,
If any Director has been absent from three (3) consecutive meetings of the
Board of Directors without prior notification to rthe President, he or she may be
removed from the Board and that position declared vacant�
Any member of the 6oard of Directors may be cemoved for cause by the �'
affirmative vote of two-thirds of the members of the Board of Directors present
at any regular meeting or special meeting of the Board; provided that written
notice of such proposed removal and the basis thereof shall be given to the
Director sought to be removed and all other members of the Board of Uirectors
not less than ten (10) days prior to the meeting at which time such proposal is
to be voted on.
� ,� Section 5. Vacancies
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� A vacancy in the Board caused by death, resignation, disqualification, removal
pfrom the Boar�, or any other cause shall be filled as stated in Section 2 of
� Article I.
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� The term of office of any person selected to succeed such a Board member shall
� be the unexpired term of office of the director such person succeeds.
ARTICLE II: POw'ERS
The Board of Directors shall have full power and a��thority over the affairs of the
Carporation. ,
ARTICLE III: OFFICERS '
Section 1. Principle Officers
The principle officers of the Corporation shall be President, Vice-President,
Secretary and Treasurer, all o# whom shall be Board members, These officers
shal! r.eceive no compensation for their services.
Section 2. Election
The principle officers shatl bE� elected annually by the Board of Directors at the
annual meeting on the second Thursday in February of each year. -
Section 3. 'Terms of Office
The officers shall hold office for a term of one year until their successors shall i
be elected, or until their earlier death, resignation, disqualification oc cemovel.
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Section �, Res�nation
' Any afficer of this Cocporation may resign from such affice hy submitting
written notice ihereof ta the Board of Directors or to the President or
Secretary.
Section 5. Removal
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Any officer may be rernoved fram office for cavse by the affirmative vote af
twa-thzrds o# the Board a# Directors ai any reg�iar c�r speeial rr�eeting of the
Hoard; provided writ�en notice of such proposed remaval shall be sent to all
Boarc! members anc� the afficer sought to be cemoved not less ihan ten (!4} days
prior�ta the meeting at which such proposal is to be voted upon.
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Section 6. Vacancies
A vacancy in any affice cdused by death, resignation, disqualification, remaval
from office or any other cau�e, shail be filied �y a rriajority vote of the Baard
� o# Directors at the rzext reg�lar Board meeting; provided a vacancy in the
� office of Presideni shall a�tomatical4y be filled by t3:e Vice-Presidertt.
� �
� Section 7. Duties of Officers
Ca
� The President shail act as chief executive afficer and shall supervise the
II � arganization's afiairs and activities and sha�I make an annual report to �he
�j Soard of Directars. The President shall have the general powers and duties of
management which �sually inhere in the Office of Presicient of a corporatian.
The Vice-Presideri# shall act in the a�sence or disability of the President and in
doing so, shall have all powers and perform all duties of the President. The
Vice-President shal� hav� sucf� ather powers and perfarm such other duties as
II the Board of Directors may from time to time directe
II The Secretary shall keep or cat�se �a be kept, a book af minutes of alI #he
I meetings of zhe Board of Directnrs and shall give or cause to be gzven, nc�tice
of all rneetings o# tt2e Board of Directors required to be given by !aw or by
! ihese By-Laws. The Secretary shall ha��e other pawers and duties as the Board
of Directors may fram time to tir7�e direct�
The "Freasurer sh�ll kee�� or cause to be kept adequate and correct accounts af
the #inancial transactions of this Carporation and shall maintain ali #unds in
such ciepository as may be desigrtated by the Board of Directors. The Treasur�r
� shail have the usual and customary power to receive. ar�d disperse funds, and he
� ar she shal4 also be required to rencier an accour�� of the finan�ial iransactions
of this Carporation upon the request of the President or the Haard af Directors.
The Treasurer shall have such athc�r duties and powers as fihe Board of
Directors may from time to time direct,
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� ARTICL.E IV: LIABILITY AND INDEMNIFICATION
, Section 1. Personal I.iability
The private property of the ofticers or directors of the Renton Area
I Multi-Service Center shall not be subject to the payment of corporate debts to
an extent whatsoever.
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Section 2. Indemnification
Any person made party to any civil or criminal action, suit, or proceeding by
reason of the fact that he/she is or was a director or officer of this
Corporation or of any corporation which he/she serves on at the request of this
� Corporation, shall be indemnified by the Corporation 'against aIl reasonable
expenses including attorney fees and amounts paid in satisfaction of judgement
or of settlement other than amounts paid to the Corporation by him/her in
connection with, or resulting from the defense of such civil or criminal action,
' suit or proceeding.
I�, � ARTICLE V: _MF�_��I�1�S
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� Section 1. Annual Meetings
� The annual meeting of the Board of Directors shall be held on the second
v� Thursday of February of each year as fixed by the Board of Directors, Such
� annual meeting shall inclu�e a report to the directors on the operation,
activities, and financial condi2ions of the Corporation, election of officers, and
the transaction of any other business that may regularly come before such
meeting.
Section 2. Regular and Special Meetings
Regular meetings of the Board of Directors shall be held at such time and place �
as is provided for by resolution of the Board of Directors. Special meetings
, � shall be held at such time as a majority of Board members so designate provided
that atl Board members receive a minimum of five (5) days written notification.
Section 3. Notice of Meeting
Each director of this Corporation shatl be given not less than ten (10) days
written notice of the time and place of the annual meeting and of each regular
meeting and five (5) days written notice of any special meeting of the Board of
Directors. Notice of ineetings may be waived in writing by a member of the
Board of Directors at any time.
Section 4. Quorum
A majorjty of the current membership of the Board of Directors of the
Corporation shall constitute a quorum for the transaction of any business which
may come before a meeting. A quorum must be present at a meeting to conduct
any official business.
Section 5. Votin�
� Each director shall be entitled to one vote on each issue raised at all meetings
of the Board of Directors, which vote must be exercised in person.
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� ARTICLE VI: COMMITTEES
Section 1. Exec�tive Committee
The Executive Committee shall consist of the President and three other Board
members elected by the Board of Directors. The Executive Committee shall act
for and on behalf of the Corporation as ihe Governance Cornmittee between
Board of Directors meetings. The Executive Committee shall make policy
decisions when immediate action is required and shall have those policy
decisions reviewed at the next Board meeting. They shal! also establish the
agenda for all meetings of the Board of Directors.
Section 2. Other Committees
The President, with the approval of the Board of Directors may appoint any �
other committees deemed proper and necessary to fu�fill the objectives and
purposes of this organization.
ARTICLE VII: AMENDMENTS
These By-Laws may be amended at any meeting of the Board of Directors upon the
� affirmative vote of a majority of the Board members present provided that notice of
� any proposed amendment was sent to each member at least ten .(10) days prior to the
� meeting.
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M These By-Laws were adopted by the Board of Directors of the Renton Area
� Multi-Service Center at the organizational meeting of the Board of Directors hetd on
the lOth day of December I981.
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ATTESTED BY " ' �
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S�cretary, Board of Directors
'enton Area Multi-Service Center
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ARTICLE VII '
' In the event the corporation is dissolved or liquidated the net assets of the I
, corporation shall be shared equally by Renton Area Youth Services, 918 S. 3rd,
Renton, Washington 98055, and Valley Pulse Health Clinic, 110 Williams S., Renton,
Washington 98055, both of which qualify as private non-profit corporations with tax
exempt status under Section 501(c)(3) of the Interna! Revenue Code. However, if the
named recipients are not then in existence or are no longer exempt from Federal
income tax, o.r are unwilling or unable to accept the distribution, then the assets shall
be distributed to an organization which has established its tax exempt status under
Section 501(c)(3) of the Internal Revenue Code�
ARTICLE VIII
The corporation reserves the right to amend, alter, change or repeal any provisions
� contained in these Articles of Incorporation, through action of its Board of Directors
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' � or in the manner now, or hereafter rescribed b statute and all the ri hs conferred
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� upon the members herein are subject to this reservation.
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ARTICLE IX
The registered office shal! be located at 12444 Beacon Avenue South, Seattle,
Washington, 98178. The registered agent shall be June Leonard.
ARTICLE X
The initial Board of Directors shall be:
June Leonard 12444 Beacon Avenue South, Seattle, WA 98178
Richard Geissler 200 Mill Avenue South, Renton, WA 98055 .
James Bauman 10802 S.E, 17th Street, Bellevue, WA 98004
Linda Martinez 412 Scenic Wayy Kent, WA 98031
' Lila Allen 280 Morris S., Renton, WA 98055
INCORPORATORS
June Leonard 12444 Beacon Avenue Soutti, Seattle, WA 9817$ ;
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