Item Coversheet
August 11, 2020

Adopt Res. 20-19 expressing support for the formation of a public benefit nonprofit charitable corporation/foundation for the purpose of assisting with funding and the provision of unmet public health needs (SR 20-063; H. Thomas)

Administration / Heather Thomas, Public & Government Affairs Manager 
Prior Board Review:
Administration Committee, 7/22/20; Executive Committee, 4/10/20, 6/5/20, 6/25/20, 7/23/2020 


In December 2019, the Board of Health authorized the formation of an ad hoc committee focused on developing a recommended framework to establish a public health foundation. Some of the threshold discussions anticipated were:


  • Legal considerations – in-kind contributions from the Health District, IRS, accounting

  • Board formation – governance, number and type(s) of members, appointment process

  • Organizational structure – staffing, financials, bylaws, charter

  • Strategic focus – scope, funding allocations, program evaluation, types of fundraising

  • Business plan – goals for first two to three years, objectives and measures

  • Budget needs – investment(s) from the Health District to form the foundation.


Ad-hoc committee participation from April-July included the following:

  • Board of Health

    • Chair Stephanie Wright

    • Councilmember Megan Dunn

    • Councilmember Christine Frizzell

    • Councilmember John Joplin

    • Councilmember Linda Redmon

  • Public Health Advisory Council

    • Jeff Clarke, water/wastewater sector

    • Lisa George, hospital sector

    • Lark Kesterke, United Way of Snohomish County

    • Karri Matau (guest), philanthropy sector

  • Legal Counsel

    • Grant Weed

    • Nikki Thompson


      The committee met on seven occasions and discussed many aspects of foundation formation, including the primary purpose of the foundation, populating an initial board of directors, articles of incorporation, identification of a registered agent, filing with the Secretary of State, a potential agreement between the foundation and the Health District, etc.


      Based on these discussions, draft articles of incorporation (Exhibit A) and bylaws (Exhibit B) were prepared by legal counsel. Prior to being finalized and submitted, a registered agent and/or separate legal counsel for the foundation would need to be identified. A preliminary checklist of action items has also been compiled for tracking purposes.


      Highlights of the recommendations from the ad hoc committee include:


  • Name: Sound Foundation for Public Health

  • Purpose: To provide support for priorities identified in community health assessments, community health improvement plans, and/or emerging public health issues in Snohomish County (and potentially expanding to the North Puget Sound area down the road).

  • Foundation Board: The foundation board will have up to 11, but no fewer than 7, board members. The initial foundation board will be appointed by the Health District Board of Health.  Subsequent appointments will be by the board of directors of the foundation. All appointments to the board will be for a three-year term. However, in order to ensure continuity of service and retention of institutional knowledge, one-half less one (e.g., 5 out of 11) of the initial board will be appointed for a two-year term.

  • Ex-Officio Members: The foundation board may elect ex-officio board members that do not have voting power, don’t count as one of the regular board members, and cannot be eligible for office. At a minimum, ex-officio board members will include Health District Board of Health Chair (or designee) and the Health District Administrative Officer (or designee).

  • Fundraising: The primary focus will be to fund Health District programs in alignment with the purpose. At some point down the road, there may be opportunities to expand to support other organizations doing supportive work in the community.

  • In-Kind Support: Recommendation for the Health District to provide financial and in-kind support in initial years to be successful. Executive Committee indicated preliminary support for approximately three years, provided there is a plan in place for the foundation to work toward being sustainable on its own.

In regard to staffing, the committee had a variety of conversations, as well as insight offered by Karri Matau with Community Foundation of Snohomish County. A proposed solution would be for the Health District to contract with professional services needed to develop the infrastructure, strategic planning, and fundraising plan development.


Ms. Matau referred staff to the Ostara Group, an organization focused on building fundraising skills, organizational capacity, and effective leadership in the nonprofit sector. They, or a similar organization, could help provide the expertise and capacity to shepherd staff and the new foundation board through critical decision-making and plan development needed to start the foundation off well. That work could start this fall after a board is recruited, wrapping up in Q1 or Q2 of 2021. At that point, a permanent or contract executive director could be hired to carry out the work.


At the last ad hoc meeting, the committee reviewed a draft resolution prepared by legal counsel (Exhibit C). This resolution, if approved by the Board of Health, would lay out the following:


  1. The Board of Health formally expresses its support for the formation of a public benefit nonprofit charitable corporation/foundation for the purpose of assisting with funding and the provision of unmet public health needs.

  2. The Board directs the creation of a memorandum of understanding that clearly delineates expectations, roles, and responsibilities between the Board of Health, the Snohomish Health District, the Public Health Advisory Council, and the new foundation.

  3. The Board authorizes in-kind support of Health District staff as necessary to carry out the formation and initial operation of the foundation.

  4. Health District staff is hereby authorized to secure the services necessary to identify a registered agent and nonprofit legal counsel to file the articles of incorporation with the Secretary of State and provide initial legal support to the foundation.

  5. Health District staff is hereby authorized to expend an amount not to exceed $50,000 through 2021, unless further appropriation is made by the Board. These funds will be used to pay for necessary applications and licenses, and to secure professional services needed to start the foundation. Examples may include legal counsel, financial infrastructure, developing a preliminary budget for the first three years, strategic plan, organizational backbone, staffing plans, and fundraising plan to start the foundation.


If approved, staff would then work to start necessary procurement processes, as well as to begin recruitment for the new foundation board.

Board Authority

RCW 70.05.060 – Powers and duties of local board of health

Recommended Motion

MOVE TO approve Res. 20-19 expressing support for the formation of a public benefit nonprofit charitable corporation/foundation for the purpose of assisting with funding and the provision of unmet public health needs.

Draft Articles of Incorporation
Draft Bylaws
Draft Resolution 20-19