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ARTICLE 1--DEFINITIONS <br />The following terms used in this Agreement shall have the following meanings <br />(unless otherwise expressly provided herein): <br />1. 1 "ASO Act" means Laws of 2019, chapter 325. <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 />1.3 "Capital Account" means the capital account determined and maintained for <br />each County Authority pursuant to Section 8.3. <br />1.4 "Capital Contribution" means any contribution to the capital of the ASO m <br />cash or property by a County Authority whenever made. <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 />1.6 "Code" means the Internal Revenue Code of 1986, as amended, or <br />corresponding provisions of subsequent superseding federal revenue laws. <br />1.7 "County Authority" or "County Authorities" shall have the same meaning as <br />used in RCW 71.24.025, as amended, and shall include only Asotin, Benton, Columbia, <br />F r a n k 1 i n , G a r f i e I d , K i tt i t a s , W a I I a W a 11 a , W h i t m a n and Yakima <br />Counties. Each County Authority that signs a counterpart of this Agreement shall be a <br />"member" of the LLC formed hereby as that term is defined in RCW 25.15.006(10) and as <br />that term is used in RCW 25.15.116, as amended. Each County Authority ofthe ASO must be <br />a public agency as provided for in RCW 39.34.030(3)(b). <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 />1.9 "HCA" means the Washington State Health Care Authority, created pursuant to <br />RCW 41.05.021. <br />1. 10 "LLC" means Limited Liability Company. <br />1.11 "LLC Act" means the Washington Limited Liability Act, chapter 25.15 RCW <br />as amended. <br />1.12 "Majority Interest" means, at any time, more than fifty percent (50%) of <br />FIRST AMENDED ASO OPERA TING AGREEMENT <br />Page 3 of 33