GCBH ASO LLC OPERATING AGREEMENT 4th FINAL REDLINE 091818

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ASO OPERATING AGREEMENT Page 11 of 33 71.24 RCW, now or as hereafter amended or otherwise authorized by the laws of the State of Washington; and 5.3.16 To do and perform all other acts as may be necessary or appropriate to the conduct of the ASO's business and services provided. Unless authorized to do so by this Agreement, or by the Executive Committee, no County Authority, individual representative or delegate of the Executive Committee, the Advisory Board, any individual representative of the Advisory Board, employee or other agent of the ASO shall have any power or authority to bind the ASO in any way, to pledge its credit or to render it liable for any purpose. 5.4 Executive Committee Officers. The officers of the Executive Committee shall be a Chair, Vice Chair, a Secretary and a Treasurer. The Executive Committee may in addition provide for other officers as it deems necessary for the performance of the business of GCBH, LLC. All officers of the Executive Committee shall be a County Commissioner and may not be a delegate, unless such delegate is also a County Commissioner. 5.4.1 Election and Term of Officers. Executive Committee Officers shall be elected by the Executive Committee, from its representatives, at the annual meeting in January and shall serve a term of two years, unless removal or resignation occurs earlier, or until replaced by subsequent election. Each officer's term shall commence upon that officer's election. 5.4.2 Removal or Resignation. Any officer may be removed without cause by a two-thirds vote of the Executive Committee at any regular or special meeting at which a quorum is present. An officer may resign at any time by giving written notice to the Executive Committee or to the Chair. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Upon resignation, removal or otherwise occurring vacancy of an officer, the Executive Committee shall hold an election at the next regular meeting to fill the position for the remainder of the term. 5.4.3 Chair. The Chair, in general, shall supervise the business and affairs of GCBH, LLC. The Chair shall chair the Executive Committee, and shall have such other powers and duties as may be prescribed by the Executive Committee or this Operating Agreement. 5.4.4 Vice Chair. In the absence of the Chair or in the event of his/her inability or refusal to perform the duties of the Chair, at the direction of the Executive Committee, a Vice Chair shall perform all the duties of the Chair, and when so acting shall have all the powers of the Chair. 5.4.5 Secretary. The Secretary shall assure that minutes of actions are taken at all meetings of the Executive Committee, the notices given thereof, the names of those present at the meetings and the proceedings thereof, shall be sent to each Representative. The minutes of all