GCBH ASO LLC OPERATING AGREEMENT 4th FINAL REDLINE 091818

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ASO OPERATING AGREEMENT Page 7 of 33 3.2.1 To be recognized and operate as an administrative services organization to provide behavioral health crisis services and other behavioral health services as provided for in RCW 71.24; 3.2.2 To carry out any lawful, services, business or activity that may be conducted by a ASO or LLC as determined by the County Authorities acting through the Executive Committee; and 3.2.3 To exercise all other powers necessary to or reasonably connected with the ASO's business and services it provides that may be legally exercised by limited liability companies under the LLC Act. ARTICLE 4 -NAMES, ADDRESSES AND STATUS OF COUNTY AUTHORITIES The names and addresses of the County Authorities are set forth in the attached Exhibit A, as amended from time to time. Each of the nine Counties identified in Section 1.7 of this Agreement, once each executes this Agreement, shall be a County Authority of the ASO. A Tribal Authority may become a Tribal Member by executing an agreement in form approved by the Executive Committee. A Tribal Member may appoint one (1) non-voting, ex officio representative to the Executive Committee. Tribal members will not have Unit ownership or a percentage interest. ARTICLE 5 -- MANAGEMENT 5.1 Management. The ASO is a manager-managed LLC under RCW 25.15.154. The services, business and affairs of the ASO shall be managed by the County Authorities acting through the County Authorities Executive Committee ("Executive Committee"). The Executive Committee in turn shall work with and delegate to the GCBH, LLC Administrator the administration, services, business and affairs of the ASO, as provided for in Section 5.3.5 of this Agreement. Each County Authority shall select, and provide written notice of the appointment of their representative, and their representative's delegate, together with their name and contact information, by J January 1, 2019, and by January 31st of each year thereafter; provided, that a County Authority may provide notice of changes or additions to its appointment of its representative(s) prior to an Executive Committee meeting. Each representative serving on the Executive Committee shall devote to the ASO and apply to the accomplishment of the ASO's purposes so much of his or her time and attention as is reasonably necessary to manage the services and business of the ASO. Each Executive Committee representative shall serve at the pleasure of the County Authority that appointed him or her and may be removed or replaced at any time by such County Authority upon written notice to the other County Authorities and the GCBH Administrator. The County Authorities recognize that from time to time Executive Committee representatives may not be able to attend Executive Committee meetings. Each County Authority, in addition to