11-24-2025_PW SS Briefings - Laserfiche WebLink

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Directors may, by resolution, change the number of Directors; provided, that such change is consistent with this Agreement. 9.1.1 The initial Board of Directors shall be appointed as follows: one Director shall be appointed by and from each participating board of county commissioners; one Director shall be appointed by the Yakama Nation; and a maximum of two Directors from each of Benton, Yakima and Kittitas counties shall be appointed collectively by those cities that are Parties at the time of appointment, in a manner in which they agree upon. 9.1.2 The Organization may modify the manner of selection and composition of the Board of Directors upon changes in size of the Board of Directors; upon addition of other jurisdictions; or, upon modification of the scope of the Organization's activities under Section 6.4.9. 9.1.3 All Directors shall be elected officials; provided, an Alternate Director is not required to be an elected official. 9.2 Consensus Decision-making. 9.2.1 A quorum of the Board of Directors is defined as a majority of the Directors (or their alternates). The Board of Directors shall not take action at any meeting unless a quorum is present at the time the action is taken. 9.2.2 All decisions of the Board of Directors shall be made by consensus of the Directors (or their alternates) present at a meeting. Consensus is defined as a unanimous vote, or the absence of any dissenting vote, or the absence of any objection. A member abstaining on a decision is neither a dissent nor an objection. 9.3 Meetings. The Board of Directors shall meet as necessary, but at a minimum on a quarterly basis. 9.4 Insurance. The Board of Directors shall procure at least the following insurance: general liability, officers and public officials errors and omissions, property, casualty and fire. The Board of Directors may authorize contracts with insurance and/or risk pools, or other agencies to provide the insurance coverages deemed by the Board of Directors to be reasonable and appropriate for its activities. 9.5 Officers. The initial officers of the Organization shall be a Chair (President), a Vice-Chair (Vice President)/Treasurer, and a Secretary. The President shall serve as chair of the Organization and shall perform such other duties as may be determined by the Board of Directors. The Vice President/Treasurer shall perform the duties of the President in the President's absence and shall perform such other duties as may be determined by the Board of Directors. The Secretary shall be responsible for the books and records of the Organization and shall perform such other duties as may be determined by the Board of Directors. Additional officers may be approved by the Board of Directors. Two or more offices may be held by the same person, except for the offices of President and Secretary. -6- 50630776.1