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ASO OPERATING AGREEMENT Page 3 of 33 <br /> <br /> <br /> <br />ARTICLE 1-- DEFINITIONS <br /> <br />The following terms used in this Agreement shall have the following meanings <br />(unless otherwise expressly provided herein): <br /> <br />1.1 "ASO Act" means Laws of 2014, chapter 225 and those portions of chapter <br />71.24 RCW in effect on and after April 1, 2016. <br /> <br />1.2 "Administrative Service Organization” (ASO)" means Greater Columbia <br />Behavioral Health, LLC, governed by this joint operating agreement of the nine County <br />Authorities. The ASO is a "company" as that term is used in the LLC Act. <br /> <br />1.3 "Capital Account" means the capital account determined and maintained for <br />each County Authority pursuant to Section 8.3. <br /> <br />1.4 "Capital Contribution" means any contribution to the capital of the BHO in <br />cash or property by a County Authority whenever made. <br /> <br />1.5 "Certificate of Formation" means the certificate of formation pursuant to <br />which the ASO was formed as an LLC, as originally filed with the office of the Secretary of <br />State on June 22, 2018, and as amended from time to time. <br /> <br />1.6 "Code" means the Internal Revenue Code of 1986, as amended, or <br />corresponding provisions of subsequent superseding federal revenue laws. <br /> <br />1.7 "County Authority" or "County Authorities" shall have the same meaning as <br />used in RCW 71.24.025, in effect as of April 1, 2016, as amended, and shall include only <br />Asotin, Benton, Columbia, Franklin, Garfield, Kittitas, Walla Walla, <br />Whitman and Yakima Counties. Each County Authority that signs a counterpart of this <br />Agreement shall be a "member" of the LLC formed hereby as that term is defined in RCW <br />25.15.006(10) and as that term is used in RCW 25.15.116, as amended. Each County <br />Authority of the ASO must be a public agency as provided for in RCW 39.34.030(3)(b). <br /> <br />1.8 "County Authority's Interest" means all of a County Authority's share in the <br />ASO's assets pursuant to this Agreement and the LLC Act and includes a County <br />Authority's rights to participate in the management and affairs of the ASO, including the <br />right to vote on, consent to or otherwise participate in any decision of the County Authorities. <br /> <br />1.81.9 “HCA” means the Washington State Health Care Authority, created <br />pursuant to RCW 41.05.021. <br /> <br />1.91.10 "LLC" means Limited Liability Company. <br /> <br />1.101.11 "LLC Act" means the Washington Limited Liability Act, chapter 25.15 <br />RCW as amended. <br />