Resolution 2018-153 - Laserfiche WebLink

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Authority, a waiver thereof in writing signed by the County Authority entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice. 7.11 Failure to Observe Formalities. Pursuant to RCW 25.15.061, notwithstanding anything herein to the contrary, this Agreement does not expressly require the County Authorities to hold any meetings and the failure to observe any formalities requiring the calling or conduct of any meeting shall not be considered a factor tending to establish personal liability of the County Authorities; provided that this provision shall not be construed to permit actions in violation of RCW Chapter 42.30. ARTICLE 8 -- CONTRIBUTIONS TO THE ASO AND CAPITAL ACCOUNTS 8.1 County Authorities' Initial Capital Contributions. Each County Authority's initial Capital Contribution shall consist of its respective pro rata share of the assets of Greater Columbia Behavioral Health, LLC. Al1 Capital Contributions, if any, shall be made prorata, based on each County Authority's respective Percentage Interest, all of which will be transferred to the ASO. 8.2 Additional Capital Contributions. Each County Authority shall be required to make such additional Capital Contributions as shall be determined by a unanimous vote of the full Executive Committee as necessary to meet the expenses of the ASO. All such Capital Contributions, if any, shall be made prorata, based on each County Authority's respective Percentage Interest. The Executive Committee shall give written notice to each County Authority of the amount of any required additional Capital Contribution, and each County Authority shall pay to the ASO such additional Capital Contribution no later than sixty (60) days following the date such notice is given, subject to each County Authority's appropriation process and procedures. Nothing contained in this Section 8.2 is or shall be deemed to be for the benefit of any person other than the County Authorities and the ASO, and no such person shall under any circumstances have any right to compel any actions or payments by the County Authorities. 8.3 Capital Accounts. 8.3.1 Establishment and Maintenance. A separate Capital Account will be maintained for each County Authority throughout the term of the ASO. Each County Autlrority's Capital Account will be increased bV (1) the amount of money contributed by such County Authority to the ASO; and (2) the fair market value of property contributed by such County Authority to the ASO (net of liabilities secured by such contributed property that the ASO is considered to assume). 8.3.2 Compliance with Regulations. The manner in which Capital Accounts are to be maintained pursuant to this Section 8.3 is intended to comply with the ASO OPERATING AGREEMENT Page 17 of33