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Update bylaws, including name, of Southwest Washington Fair Advisory Board Commission BEFORE THE BOARD OF COUNTY COMMISSIONERS LEWIS COUNTY, WASHINGTON IN THE MATTER OF: RESOLUTION NO. 22-042 UPDATING THE BYLAWS, INCLUDING THE NAME, OF THE SOUTHWEST WASHINGTON FAIR ADVISORY BOARD (FORMERLY KNOWN AS COMMISSION) WHEREAS, the bylaws of the Southwest Washington Fair Advisory Commission were adopted December 7, 2016; and WHEREAS, responsibility for the Southwest Washington Fair is now under the Director of the Parks & Recreation Department; and WHEREAS, the Board of County Commissioners has determined an update is needed to the Southwest Washington Fair Advisory Board (SWFAB) bylaws to reflect this responsibility change, to update the name of the group to be more in line with the standards of fair advisory boards, and to give more clarity given the current organization and structure. NOW THEREFORE BE IT RESOLVED that the February 2022 revision of the Southwest Washington Fair Advisory Board bylaws, attached hereto as Exhibit A, is hereby approved. DONE IN OPEN SESSION this 15th day of February, 2022. APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON Robert Bradley Lindsey R. Pollock, DVM By: Robert Bradley, Lindsey R. Pollock, DVM, Chair Deputy Prosecuting Attorney uhT7', ATTEST: •'�° was; Absent �S RP OF", i•. 'Q°P 'Sean D. Swope, Vice Chair 45 `� .•8 Rieva Lester F. Lee Grose Rieva Lester, F. Lee Grose, Commissioner Clerk of the Lewis County Board of County Commissioners Page 1 of 1 Res. 22-042 EXHIBIT A Lewis County Southwest Washington Fair Advisory Board BY-LAWS ARTICLE I Authority and Name SECTION 1: An Advisory Board consisting of a minimum of five(5),maximum of seven(7), members appointed by the Lewis County Board of County Commissioners(BOCC) is created to advise and assist the BOCC, its employees and representatives in carrying out the operations, development,administration,and production of the Southwest Washington Fair. SECTION 2: The official name of the Advisory Board shall be the"Southwest Washington Fair Advisory Board." ARTICLE II Purpose and Duties The purpose and duties of the Southwest Washington Fair Advisory Board(SWFAB)are set forth in this Article. SECTION 1: Purpose—The purpose of the SWFAB is to make recommendations to the Director of Parks&Recreation(Director),or similar employee,regarding the annual Southwest Washington Fair. The BOCC shall have ultimate responsibility and decision making authority for the Southwest Washington Fair,through the Director. SECTION 2: Duties—The duties of the SWFAB include, but are not limited to,the following: 1. The SWFAB shall be aware of the current and future plans,budget, and policies of the Fair and provide any input to the Director. Southwest Washington Fair Advisory Board By-Laws Dec. 7,2016(amended Feb. 15,2022) 1 2. The SWFAB may submit written recommendations to the Director,who will make the decision,consulting with the BOCC if the need requires elevation and the BOCC's direct involvement. 3. Upon receipt of a recommendation from the SWFAB,the BOCC shall assess those recommendations and provide feedback through the Director to the SWFAB in response to said matters. 4. Upon a public vote, if four-fifths of the SWFAB disapproves of the official action by the BOCC concerning the recommendations,the SWFAB may provide to the BOCC a written description of the action or recommendation,the reason for disapproval,and their recommendations for addressing this matter. The BOCC is not required to implement the recommendation of the SWFAB. ARTICLE III Membership SECTION 1: Statutory Membership—The membership of the SWFAB shall consist of a minimum of five(5)members,maximum of seven(7)appointed by the BOCC for a term of four(4)years. However,upon initial establishment of the SWFAB,two(2)positions shall be for an initial appointment of two(2)years, and three(3)positions shall be a four(4)year appointment.Each member shall serve at the pleasure of the BOCC. SECTION 2: Other Membership—These representatives are not mandated,but shall have equal representation to regularly appointed members with the exception of voting rights and shall be considered"ad hoc members": 1. Parks&Recreation Director 2. Fairs&Events Manager 3. A Lewis County Commissioner SECTION 3: Vacancies—Vacancies occurring on the SWFAB shall be filled by the BOCC,based upon an application or nomination process as approved by the BOCC at the time of appointment. Southwest Washington Fair Advisory Board By-Laws Dec. 7,2016(amended Feb. 15,2022) 2 SECTION 4: Volunteers—All members of the SWFAB serve without compensation on a voluntary basis. Members are restricted by RCW 42.52.130, .140, .150 and 42.18.230 from accepting or soliciting anything of economic value or gratuity if it is given because the member is on the SWFAB. SECTION 5: Attendance—At least annually, leadership of the SWFAB will make available a summary of attendance by members. If a member is absent for more than three meetings in one year without good cause,the SWFAB may recommend to the BOCC the position be declared vacant. Prior to contacting the BOCC,the Chair shall send a letter to the member, indicating such action. SECTION 6: Committees-There may,from time to time,be committees formed by the SWFAB as the members may deem to be advantageous to the duties of the SWFAB. Membership of such committees shall be by appointment by the Chair or BOCC. Committees will meet on an as needed basis. ARTICLE IV Officers SECTION 1: Chairperson—The SWFAB members shall elect the Chair. The Chair shall preside at all meetings and hearings of the SWFAB, shall have the duties normally conferred by parliamentary usage of such office,and establish the agenda for each regular meeting of the SWFAB. The Chair shall have authority to: 1. Appoint and generally perform other duties as may be prescribed in these By-laws. 2. Sign,on behalf of the SWFAB those documents that require such signature and which have been approved for execution by the SWFAB. 3. Call special meetings as required of the SWFAB. Southwest Washington Fair Advisory Board By-Laws Dec. 7,2016(amended Feb. 15,2022) 3 The Chair's term of office shall be for one year.The election of the Chair shall be held at the first meeting of the calendar year,where a quorum exists,by a majority of the members present. Tenure shall be limited to four(4)consecutive years. SECTION 2: Vice Chair—The members of the SWFAB shall elect the Vice Chair. The Vice Chair shall work in close cooperation and shall perform such duties,as the SWFAB assigns. In the absences or incapacity of the Chair,the Vice Chair shall be vested with all powers and perform all duties of the office of the Chair for the duration of the Chair's absence. The Vice Chair's term of office shall be one year. The election of the Vice Chair shall be held at the first meeting of the calendar year,where a quorum exists,by a majority of the members present. SECTION 3: Secretary—The members of the SWFAB shall elect a Secretary.Either the Secretary or designee shall be present at all SWFAB meetings. The Secretary shall ensure the coordination and production of all SWFAB notices,agendas,and minutes in accordance with State law requirements and may perform other duties as requested by the Chair of the SWFAB. ARTICLE V Meetings SECTION 1: Regular monthly meetings will be held on a schedule determined by the SWFAB. Proposed agenda items shall be referred to the Chair at least one week prior to the meetings. The Chair shall coordinate the monthly agenda items with the Director or their designee and ensure the posting and distribution of the agenda,minutes,and business information has been handled efficiently and as required by law. SECTION 2: The Chair,upon request of any three(3) SWFAB members, shall call a special meeting. The secretary shall send notice to all members at least five(5)working days prior to any special meeting and the notice shall specify the purpose of such a meeting.No other business may be considered except by the unanimous consent of the entire voting membership of the SWFAB. SECTION 3: A quorum is necessary to conduct a meeting of the SWFAB. To constitute a quorum,no less than 51%of the voting members of the SWFAB must be present. Southwest Washington Fair Advisory Board By-Laws Dec. 7,2016(amended Feb. 15,2022) 4 SECTION 4: Roberts Revised Rules of Order,the latest version, shall govern the deliberations of all members of the SWFAB. ARTICLE VI Voting SECTION 1: Each member of the SWFAB, including the Chair, shall be entitled to one vote.An exception of this shall be the positions of Fairs&Events Manager,Director,and County Commissioner, if so appointed to the SWFAB. Those three positions shall have no vested voting rights. SECTION 2: No members may vote by proxy. SECTION 3: Members may register their abstention on any vote. The abstention shall be reflected in the minutes.Members are required to recuse themselves on matters that pose,or give the appearance of posing,a personal conflict of interest for them. SECTION 4: If a quorum exists,passage of motions shall require the simple majority of those present. Informal polling for consensus shall not be considered voting. ARTICLE VII Amendments SECTION 1: These By-laws may be amended by a majority vote of the BOCC.A proposed amendment submitted by the Director must identify the Article(s)to be amended,the reason for the proposed amendment,and the proposed language of the amendment. Southwest Washington Fair Advisory Board By-Laws Dec. 7,2016(amended Feb. 15,2022) 5 SECTION 2: The BOCC shall vote on the proposed amendment at the next regularly scheduled or special meeting to be held not to exceed 30 (thirty)days after presentation of the proposed amendment to the BOCC. ARTICLE VIII Expenses SECTION 1: SWFAB members may be compensated for all travel performed as a SWFAB member that extends more than 10(ten)miles from the fairgrounds. Compensation shall be at the rate and subject to the rules established by the BOCC for travel by County employees.The compensation shall be paid from funds appropriated for the operation of the Southwest Washington Fair. Requests for travel reimbursement shall be provided to the Director within 14(fourteen)days of the actual travel in order for the travel expenses to be reimbursable. SECTION 2: All other expenses of the SWFAB shall be reimbursed in accordance with Lewis County Policy and shall be paid from the funds appropriated to the operation of the Southwest Washington Fair and as authorized by the Director. SECTION 3: The serving SWFAB members shall have free admission and parking to the Fair for the purposes of performing their duties. ARTICLE IX Legal SECTION 1: The Lewis County Prosecuting Attorney's Office shall serve as legal counsel to the SWFAB. The SWFAB has the authority to retain counsel only upon the approval of the Director, BOCC and Prosecuting Attorney's Office. ARTICLE X Termination SECTION 1: These By-laws shall continue until formally terminated by BOCC Resolution. Southwest Washington Fair Advisory Board By-Laws Dec. 7,2016(amended Feb. 15,2022) 6 LBOCC AGENDA ITEM SUMMARY Resolution: BOCC Meeting Date: Feb. 15, 2022 Suggested Wording for Agenda Item: Agenda Type: Deliberation Updating the bylaws including name of the Southwest Washington Fair Advisory Board (formerly known as Commission) Contact: Connie Riker Phone: 360-740-2656 Department: IS - Internal Services (including SWWF and Facilities) Description: Update Bylaws and Name for Southwest Washington Fair Advisor Board (formerly known as Southwest Washington Fair Advisory Commission) Approvals: Publication Requirements: Publications: User Status PA's Office Approved Additional Copies: Cover Letter To: BEFORE THE BOARD OF COUNTY COMMISSIONERS LEWIS COUNTY, WASHINGTON IN THE MATTER OF: RESOLUTION NO. 22-042 UPDATING THE BYLAWS, INCLUDING THE NAME, OF THE SOUTHWEST WASHINGTON FAIR ADVISORY BOARD (FORMERLY KNOWN AS COMMISSION) WHEREAS, the bylaws of the Southwest Washington Fair Advisory Commission were adopted December 7, 2016; and WHEREAS, responsibility for the Southwest Washington Fair is now under the Director of the Parks & Recreation Department; and WHEREAS, the Board of County Commissioners has determined an update is needed to the Southwest Washington Fair Advisory Board (SWFAB) bylaws to reflect this responsibility change, to update the name of the group to be more in line with the standards of fair advisory boards, and to give more clarity given the current organization and structure. NOW THEREFORE BE IT RESOLVED that the February 2022 revision of the Southwest Washington Fair Advisory Board bylaws, attached hereto as Exhibit A, is hereby approved. DONE IN OPEN SESSION this 15th day of February, 2022. APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON Robert Bradley Lindsey R. Pollock, DVM By: Robert Bradley, Lindsey R. Pollock, DVM, Chair Deputy Prosecuting Attorney ATTEST: •`7.. Absent ;;5 �NTti� >F sf;�. Q°�K dean D. Swope, Vice Chair 51�CE g45 1 .,•;.off �s�,o�. Iyc \ - C: •••S•ft4V�;�Oti S-•• • Rieva Lester F. Lee Grose Rieva Lester, F. Lee Grose, Commissioner Clerk of the Lewis County Board of County Commissioners Page 1 of 1 Res. 22-042