GCBH ASO LLC OPERATING AGREEMENT 4th FINAL REDLINE 091818

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ASO OPERATING AGREEMENT Page 15 of 33 claiming indemnification under this Section 6.2 for legal expenses and other costs incurred as a result of a legal action brought against such person if: (i) the legal action relates to the performance of duties or services by the person on behalf of the ASO; (ii) the legal action is initiated by a party other than a County Authority; and (iii) such person undertakes to repay the advanced funds to the ASO if it is determined that such person is not entitled to indemnification pursuant to the terms of this Agreement. 6.3 Inspection of Records. Each County Authority shall have the right to inspect and copy at such County Authority's expense, the records required to be maintained by the ASO pursuant to Section 9.7. 6.4 No Priority and Return of Capital. Except as expressly provided in Article 8 or 9, no County Authority shall have priority over any other County Authority, either as to the return of Capital Contributions or as to distributions. Any return of Capital Contributions or distributions shall be made on a pro rata basis, based on each County Authority's respective Percentage Interest. 6.5 Withdrawal of County Authority. A County Authority may voluntarily resign or otherwise withdraw as a County Authority; provided: (i) the withdrawing County Authority provides the other County Authorities and the GCBH Administrator with ninety (90) day written notice of its intent to withdraw; and (ii) the withdrawing County Authority shall not be entitled to payment or return of Capital Contributions or other monies paid to the ASO or held by the ASO whether prior to the date of the notice or between the date of notice and the date of withdrawal. ARTICLE 7 -- MEETINGS OF EXECUTIVE COMMITTEE 7.1 Meetings. All meetings of the Executive Committee will be held in full compliance with the Washington Open Public Meetings Act, chapter 42.30 RCW. The Executive Committee shall establish a regular business meeting time in compliance with RCW 42.30.070. Special meetings of the Executive Committee, as authorized by RCW 42.30.080, may be called by (i) the presiding officer of the Executive Committee; or by (ii) a majority of the representatives of the Executive Committee. 7.2 Place of Meetings. The party or body calling the meeting as provided for in Section 7.1 may designate any place within a County Authority County as the meeting site. If no designation is made, the place of meeting shall be the principal office of the ASO specified in Section 2.3 of this Agreement. 7.3 Notice of Meetings/Agendas. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than three (3) nor more than thirty (30) days before the date of